##### Table of Contents



Exhibit
99(a)
 
 May 12, 2011
Annual and Special Meeting
Potash Corporation of Saskatchewan Inc.
Notice of Annual and Special Meeting of Shareholders
and Management Proxy Circular




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Potash Corporation of Saskatchewan
    Inc.
  
   February 22,
    2011
   Dear Shareholder:
            Sincerely,-s- D. J. Howe

-s- W. J. DoyleD. J. HOWE
    Board Chair

W. J. DOYLE
    President and
    Chief Executive Officer   Suite 500, 122  1st
    Avenue South, Saskatoon, Saskatchewan Canada S7K 7G3




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Notice
    of Annual and Special Meeting of Shareholders
       nd
     1.
    to receive the consolidated financial statements of the
    Corporation for the fiscal year ended December 31, 2010 and
    the report of the auditors thereon;2.
    to elect the Board of Directors for 2011;3.
    to appoint auditors for 2011;4.
    to consider and, if deemed appropriate, adopt, with or without
    variation, a resolution (the full text of which is reproduced in
    Appendix B to the accompanying Management Proxy Circular)
    authorizing the Corporation to implement a new performance
    option plan, which is attached as Appendix C to the
    accompanying Management Proxy Circular;5.
    to consider and approve, on an advisory basis, a resolution (the
    full text of which is reproduced in Appendix D to the
    accompanying Management Proxy Circular) accepting the
    Corporations approach to executive compensation; and6.
    to transact such other business as may properly come before the
    Meeting or any adjournments thereof.      
   POTASH CORPORATION OF
    SASKATCHEWAN INC.
 SUITE 500, 122 
    1st AVENUE SOUTH, SASKATOON, SK CANADA S7K 7G3




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##### 





11 MANAGEMENT
    PROXY CIRCULAR
  Table of
    Contents
   
 Questions and Answers on Voting and Proxies


1Business of the Meeting


4Board of Directors


5Appointment of Auditors and Report of Audit
    Committee


24Adoption of 2011 Performance Option Plan


28Corporate Governance


34Compensation


38Ownership of Shares


72Directors and Officers Liability
    Insurance


72Voting Shares


722012 Shareholder Proposals


73Additional Information


73Directors Approval


73AppendicesAppendix A  Disclosure of
    Corporate Governance Practices


A-1Appendix B  Resolution of
    Shareholders  2011 Performance Option Plan


B-1Appendix C  2011 Performance
    Option Plan


C-1Appendix D  Advisory Vote on
    Executive Compensation


D-1Appendix E  Board of Directors
    Charter


E-1Appendix F  Audit Committee
    Charter


F-1Appendix G  Compensation
    Committee Responsibilities, Procedures and Annual Work Plan


G-1




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Questions
    and Answers on Voting and Proxies
   1.
    
    Who can I call
    if I have questions about the information contained in this
    Management Proxy Circular or require assistance in completing my
    proxy form?Georgeson Shareholder Communications Canada, Inc., the
    Corporations proxy solicitation agent, at 1-866-425-8527,
    for service in English and in French.2.
    
    Who is
    soliciting my proxy?Management of the Corporation.Solicitation of proxies
    will be primarily by mail, supplemented by telephone or other
    contact by employees of the Corporation (who will receive no
    additional compensation), and all such costs will be borne by
    the Corporation. We have retained the services of Georgeson for
    the solicitation of proxies in Canada and in the United States.
    Georgesons services are estimated to cost $28,000.3.
    
    On what am I
    voting?Four items:(1) the election of directors;(2) the appointment of auditors;(3) a resolution authorizing the Corporation to implement a
    new performance option plan; and(4) an advisory vote on executive compensation.The Corporations Board of Directors and management
    recommend that you vote FORitems (1), (2), (3) and
    (4).4.
    
    Who is entitled
    to vote?Common shareholders as at the close of business on
    March 16, 2011 (the Record Date) or their duly
    appointed representatives will be entitled to cast a vote.As at February 22, 2011, 854,265,405 common shares in the
    capital of the Corporation (the Shares) are entitled
    to be voted at the Meeting. This figure, and all other
    figures in this Management Proxy Circular that relate to numbers
    and values of securities, take into account the stock dividend
    that was declared by the Corporations Board of Directors
    on January 26, 2011 and that has been applied to the Shares
    of shareholders of record at the close of business on
    February 16, 2011, who will receive two additional Shares
    for each Share held (the 2011 Stock Split).To the knowledge of the Corporations directors and
    officers, no person or company owns or exercises control or
    direction over more than 10% of the outstanding Shares.5.
    
    By when must I
    vote?  This will depend on the manner in which you will be voting:(1) If you are a Registered Shareholder planning to attend
    the Meeting and wish to vote your Shares in person at the
    meeting, your vote will be taken and counted at the Meeting.(2) If you are a Registered Shareholder and voting using
    the proxy form, your proxy form should be received at the
    Toronto office of CIBC Mellon Trust Company by mail or
    facsimile prior to the commencement of the Meeting, or
    hand-delivered at the registration table on the day of the
    Meeting prior to the commencement of the Meeting.(3) If you are a Registered Shareholder and voting your
    proxy by telephone or Internet, your vote should be received by
    CIBC Mellon Trust Company no later than 11:00 p.m.
    (Saskatoon time) on Tuesday, May 10, 2011.(4) If you are a Non-Registered (or beneficial) Shareholder
    and wish to attend the Meeting or vote by proxy, you should
    refer to Item 11.  
  6.
    
    How do I vote
    if I am a Registered Shareholder?You are a Registered Shareholder if your name appears on your
    share certificate. The enclosed proxy form indicates whether you
    are a Registered Shareholder.You can vote your Shares by proxy or in person at the Meeting if
    you are a Registered Shareholder:(1) By Proxy  There are four ways that you can vote by proxy:(a) By Telephone  Call 1-866-271-1207 from your touch-tone phone and follow the
    instructions (only available to Registered Shareholders resident
    in Canada or the United States).You will need the control number located on the enclosed proxy
    form. You do not need to return your proxy form.  (b) On the Internet  Go to www.eproxyvoting.com/potash and follow the instructions on
    screen.  PotashCorp 2011 Management Proxy
    Circular  1




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You will need the control number located on the enclosed proxy
    form. You do not need to return your proxy form.At any time, CIBC Mellon may cease to provide telephone and
    Internet voting, in which case shareholders can elect to vote by
    mail, by fax or by attending the Meeting in person, as described
    below.  (c) By Mail  By completing, dating and signing the enclosed proxy form and
    returning same in the envelope provided.  (d) By Fax  By completing, dating and signing the enclosed proxy form and
    forwarding same by fax to 1-866-781-3111 (toll-free within
    Canada and the United States) or 1-416-368-2502 (from any
    country other than Canada and the United States).If
    your Shares are not registered in your name (e.g. if they are
    held through a bank, trust company, securities broker or other
    nominee), do not use the above fax number as it is reserved for
    Registered Shareholders. Instead, use the fax numbers, if any,
    provided by your nominee. See Item 11.  (2) By Attending the Meeting in Person  If you wish to vote in person at the Meeting, do not complete or
    return the proxy form.  7.
    
    What if I sign
    the proxy form as described in this Management Proxy
    Circular?Signing the proxy form gives authority to Mr. Dallas J.
    Howe, Mr. William J. Doyle, Mr. Wayne R. Brownlee or
    Mr. Joseph A. Podwika, all of whom are either directors or
    officers of the Corporation, to vote your Shares at the Meeting
    in accordance with your voting instructions.A proxy must be in writingand must be executed by you or
    by your attorney authorized in writing or, if the shareholder is
    a corporation or other legal entity, by an officer or attorney
    thereof duly authorized. A proxy may also be completed over the
    telephone or over the Internet. See Items 6(1)(a) and (b).8.
    
    Can I appoint
    someone other than these people to vote my Shares?Yes. You have the right to appoint some other person of your
    choice, who need not be a shareholder, to attend and act on your
    behalf at the Meeting.If you wish to do so, please strike
    out those four printed names appearing on the proxy form, and
    insert the name of your chosen proxyholder in the space provided
    thereon.You cannot appoint a person to vote your Shares other than
    our directors or officers whose printed names appear on the
    proxy form if you decide to vote by telephone or Internet.It is important to ensure that any other person you appoint
    is attending the Meeting and is aware that his or her
    appointment has been made to vote your Shares.9.
    
    How will my
    Shares be voted if I vote by proxy?The persons named in the proxy form must vote or withhold from
    voting your Shares in accordance with your instructions on the
    proxy form. In the absence of such instructions, however,
    your Shares will be voted FOR the election to the
    Corporations Board of Directors of the nominees as
    described in this Management Proxy Circular and on the proxy
    form, FOR the appointment of Deloitte & Touche LLP as
    auditors until the close of the next annual meeting, FOR the
    resolution authorizing the Corporation to implement a new
    performance option plan, FOR the resolution relating to the
    advisory vote on executive compensation and FOR
    managements proposals generally.10.
    
    If I change my
    mind, can I take back my proxy once I have given it?Yes. A shareholder who has voted by proxy may revoke it by
    voting again in any manner (telephone, Internet, mail or fax).
    In addition, you may revoke a voted proxy by depositing an
    instrument in writing (which includes another proxy form with a
    later date) executed by you or by your attorney authorized in
    writing with our Corporate Secretary at Suite 500,
    122  1st Avenue South, Saskatoon, Saskatchewan,
    Canada, S7K 7G3, at any time up to and including the last
    business day preceding the date of the Meeting, or any
    adjournment or postponement thereof or by depositing it with the
    Meeting chair on the day of the Meeting, or any adjournment or
    postponement thereof. You may also revoke a proxy in any other
    manner permitted by law.Note that your participation in person in a vote by ballot at
    the Meeting will automatically revoke any proxy previously given
    by you in respect of business covered by that vote.11.
    
    How do I vote
    if I am a Non-Registered (or beneficial) Shareholder?You are a Non-Registered (or beneficial) Shareholder if your
    Shares are held through a bank, trust company, securities broker
    or other nominee.For most of you, the proxy form or the request for voting
    instructions sent or to be sent by your nominee indicates
    whether you are a Non-Registered (or beneficial) Shareholder.  2 PotashCorp
    2011 Management Proxy Circular




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There are two ways that you can vote your Shares if you are a
    Non-Registered (or beneficial) Shareholder:(1) By Providing Voting Instructions to Your Nominee  Your nominee is required to seek voting instructions from you in
    advance of the Meeting. Accordingly, you will receive, or have
    already received, from your nominee either a request for voting
    instructions or a proxy form for the number of Shares you hold.Every nominee has its own procedures which should be carefully
    followed by Non-Registered (or beneficial) Shareholders to
    ensure that their Shares are voted at the Meeting. These
    procedures generally allow voting by telephone, on the Internet,
    by mail or by fax. Please contact your nominee for instructions
    in this regard.If
    your Shares are not registered in your name, do not use the fax
    number in Item 6(b) as this number is reserved for
    Registered Shareholders.  (2) By Attending the Meeting in Person  If you wish to vote in person at the Meeting, insert your own
    name in the space provided on the request for voting
    instructions or proxy form to appoint yourself as proxyholder
    and follow the instructions of your nominee.Non-Registered
    (or beneficial) Shareholders who instruct their nominee to
    appoint themselves as proxyholders should, at the Meeting,
    present themselves to a representative of CIBC Mellon at the
    table identified as Beneficial Shareholders. Do not
    otherwise complete the form sent to you as your vote will be
    taken and counted at the Meeting.  12.
    
    What if
    amendments are made to these matters or if other matters are
    brought before the Meeting?The person named in the proxy form has discretionary authority
    with respect to amendments or variations to matters identified
    in the Notice of the Meeting and to other matters which may
    properly come before the Meeting.As of the date of this Management Proxy Circular, our management
    knows of no such amendment, variation or other matter expected
    to come before the Meeting. If any other matters properly come
    before the Meeting, the persons named in the proxy form will
    vote on them in accordance with their best judgment.13.
    
    How will the
    votes be counted?All matters to be considered at the Meeting will each be
    determined by a majority of votes cast at the Meeting by proxy
    or in person. In the event of equal votes, the Meeting chair is
    entitled to a second or casting vote.14.
    
    How can I
    contact the transfer agent?You can contact the transfer agent as follows:By mail: CIBC Mellon Trust CompanyP.O. Box 7010Adelaide Street Postal StationToronto, Ontario, Canada M5C 2W9 By telephone: 1-800-387-0825
    (toll-free within Canada and the United States)or 1-416-643-5500 (from any country other than Canada and the
    United States), or  By fax: 1-416-643-5501 (all countries)  Through the Internet: www.cibcmellon.com  Except as otherwise stated, the information contained herein
    is given as of February 22, 2011.
  Unless otherwise specified, all dollar amounts are expressed
    in United States dollars.
  All figures in this Management Proxy Circular that relate to
    numbers and values of securities, take into account the 2011
    Stock Split described on page 1 of this Management Proxy
    Circular.
  PotashCorp 2011 Management Proxy
    Circular  3




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Business
    of the Meeting
   Financial
    Statements
  Form 10-K
  Nominees
    for Election to the Board of Directors
      Appointment
    of Auditors
      Adoption
    of 2011 Performance Option Plan
      Advisory
    Vote on Executive Compensation
      4 PotashCorp
    2011 Management Proxy Circular




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Board
    of Directors
   
    PotashCorps corporate governance practices placed first
    out of 187 companies in the 2010 Globe and Mails
    annual review of corporate governance practices in Canada.
    In connection with the unsolicited takeover bid by BHP
    Billiton, the full Board held 28 meetings with an attendance of
    96.41% between August 13 and November 15, 2010.  Nominees
    Christopher M. Burley

Keith G. MartellWilliam J. Doyle

Jeffrey J. McCaigJohn W. Estey

Mary MogfordC. Steven Hoffman

Paul J. SchoenhalsDallas J. Howe

E. Robert StrombergAlice D. Laberge

Elena Viyella de Paliza   The Corporate Governance and Nominating Committee is of the
    view that these directors represent an appropriate mix of
    expertise and qualities required for the Board.
  Independent
    Board
    Meeting
    Attendance
    Retirement
    Director
    Compensation
      At
    Risk Investment
  and/or 1 2
      PotashCorp 2011 Management Proxy
    Circular  5




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Nominees
    for Election to the Board of Directors
          (PHOTO OF M BURLEY)

Christopher M. BurleyAge: 49
    Calgary, Alberta, Canada
    Director since 2009
    Independent(1)

Mr. Burley is a Corporate Director and former Managing
    Director and Vice Chairman, Energy of Merrill Lynch Canada Inc.,
    an investment banking firm. A graduate of the Institute of
    Corporate Directors Education Program, he has more than
    21 years experience in the investment banking industry. He
    is a member of the board of directors of the United Way of
    Calgary.   Principal Areas of
    Expertise/Experience:


Value of At-Risk
    Holdings(2):Finance


February
    2011(3):

    $1,889,259Investment BankingGovernanceBoard Committee
    Membership:


Board & Committee
    Attendance(4):Audit


100%Corporate Governance and Nominating    6 PotashCorp
    2011 Management Proxy Circular




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(PHOTO OF M BURLEY)

William J. DoyleAge: 60
    Saskatoon, Saskatchewan,   Canada 
    Director since 1989
    Non-Independent(1)

Mr. Doyle is President and Chief Executive Officer of the
    Corporation. He joined PotashCorp as President of PCS Sales in
    1987, after a career with International Minerals and Chemical
    Corporation. He is on the boards of Canpotex Limited, The
    Fertilizer Institute and International Plant Nutrition
    Institute, as well as a member of the Executive Management group
    of the International Fertilizer Industry Association.
    Mr. Doyle is a graduate of Georgetown University in
    Washington, DC and is a member of its Board of Directors as well
    as a director of the Executives Club of Chicago.   Principal Areas of
    Expertise/Experience:


Value of At-Risk
    Holdings(2):Fertilizer/Mining/Chemical Industry


February
    2011(3):

    $100,761,768Global Agriculture/International CommerceGlobal Senior Executive ManagementBoard Committee
    Membership:


Board & Committee
    Attendance(4):None


79%   (PHOTO OF M BURLEY)

John W. EsteyAge: 60
    Glenview, Illinois, USA
    Director since 2003
    Independent(1)

Mr. Estey is President and Chief Executive Officer of
    S&C Electric Company, a global provider of equipment and
    services for electric power systems. He is a member of the Board
    of Governors of the National Electrical Manufacturers
    Association, a director of the Executives Club of Chicago
    and a member of the Board of Trustees of the Adler Planetarium.   Principal Areas of
    Expertise/Experience:


Value of At-Risk
    Holdings(2):Global/International Commerce


February
    2011(3):

    $3,977,565Business ManagementCompensationBoard Committee
    Membership:


Board & Committee
    Attendance(4):Compensation (chair)


98%Safety, Health & Environment    PotashCorp 2011 Management Proxy
    Circular  7




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(PHOTO OF M BURLEY)

C. Steven HoffmanAge: 62
    Lincolnshire, Illinois, USA
    Director since 2008
    Independent(1)

Mr. Hoffman is a former senior executive of IMC Global Inc.
    With over 22 years of global fertilizer sales and marketing
    management experience, he retired as Senior Vice President and
    President, Sales and Marketing of IMC Global upon completion of
    the IMC Global and Cargill Fertilizer merger, creating the
    Mosaic Company. He is a former Chairman and President of the
    Phosphate Chemicals Export Association, Inc.
    (PhosChem) and a former Chairman of Canpotex
    Limited.   Principal Areas of
    Expertise/Experience:


Value of At-Risk
    Holdings(2):Fertilizer/Mining/Chemical Industry


February
    2011(3):

    $969,181Global Agriculture/International CommerceBusiness ManagementBoard Committee
    Membership:


Board & Committee
    Attendance(4):Audit


98%Safety, Health & Environment   (PHOTO OF M BURLEY)

Dallas J. HoweAge: 66
    Calgary, Alberta, Canada
    Director since 1991
    Independent(1)

Mr. Howe is owner and Chief Executive Officer of DSTC Ltd.,
    a technology investment company. He is a director of Advanced
    Data Systems Ltd., Viterra Inc., the C.D. Howe Institute and a
    Fellow of the Institute of Corporate Directors. A director of
    the Crown corporation, from 1982 to 1989, he joined the
    Corporations Board in 1991 and was elected Chair in 2003.   Principal Areas of
    Expertise/Experience:


Value of At-Risk
    Holdings(2):Agriculture


February
    2011(3):

    $21,791,556e-Commerce/TechnologyGovernanceBoard Committee
    Membership:


Board & Committee
    Attendance(4):Board Chair


100%Corporate Governance and Nominating    8 PotashCorp
    2011 Management Proxy Circular




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(PHOTO OF M BURLEY)

Alice D. LabergeAge: 54
    Vancouver, British 
      Columbia, Canada
    Director since 2003
    Independent(1)

Ms. Laberge is a Corporate Director and the former
    President and Chief Executive Officer of Fincentric Corporation,
    a global provider of software solutions to financial
    institutions. She was previously Senior Vice President and Chief
    Financial Officer of MacMillan Bloedel Limited. She is a
    director of the Royal Bank of Canada, Russel Metals Inc., Delta
    Hotels Limited, Silverbirch Management Ltd and St. Pauls
    Hospital Foundation in Vancouver and has served as a director of
    Catalyst Paper Corporation. She is a member of the Board of
    Governors of the University of British Columbia.   Principal Areas of
    Expertise/Experience:


Value of At-Risk
    Holdings(2):e-Commerce/Technology


February
    2011(3):

    $3,932,137FinanceAccountingBoard Committee
    Membership:


Board & Committee
    Attendance(4):Audit (chair)


100%Corporate Governance and Nominating   (PHOTO OF M BURLEY)

Keith G. MartellAge: 48
    Saskatoon, Saskatchewan, 
      Canada
    Director since 2007
    Independent(1)

Mr. Martell is Chairman and Chief Executive Officer of
    First Nations Bank of Canada, a Canadian chartered bank
    primarily focused on providing financial services to the
    Aboriginal marketplace in Canada. He is a Chartered Accountant,
    formerly with KPMG. He is a director of the Saskatoon Friendship
    Inn and the Canadian Chamber of Commerce, a former director of
    the Public Sector Pension Investment Board of Canada and The
    North West Company Inc., and a former trustee of the North West
    Company Fund. He is also a trustee of Primrose Lake Trust.   Principal Areas of
    Expertise/Experience:


Value of At-Risk
    Holdings(2):Finance/Accounting


February
    2011(3):

    $916,493First NationsBusiness ManagementBoard Committee
    Membership:


Board & Committee
    Attendance(4):Audit


100%Compensation    PotashCorp 2011 Management Proxy
    Circular  9




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(PHOTO OF M BURLEY)

Jeffrey J. McCaigAge: 59
    Calgary, Alberta, Canada
    Director since 2001
    Independent(1)

Mr. McCaig is Chairman and Chief Executive Officer of the
    Trimac Group of Companies, a North American provider of bulk
    trucking and third-party logistics services. Prior to that, he
    practiced law, specializing in corporate financing and
    securities. He is a director of The Standard Life Assurance
    Company of Canada and a director and co-owner of the Calgary
    Flames Hockey
    Club(5).   Principal Areas of
    Expertise/Experience:


Value of At-Risk
    Holdings(2):Transportation Industry


February
    2011(3):

    $16,109,522LegalBusiness ManagementBoard Committee
    Membership:


Board & Committee
    Attendance(4):Audit


100%Compensation   (PHOTO OF M BURLEY)

Mary MogfordAge: 66
    Newcastle, Ontario, Canada
    Director since 2001
    Independent(1)

Ms. Mogford is a Corporate Director and a former Ontario
    Deputy Minister of Finance and Deputy Minister of Natural
    Resources. She is a director of Nordion Inc. and an honorary
    member of the boards of the Hospital For Sick Children and Trent
    University. She is a Fellow of the Institute of Corporate
    Directors and an accredited director under the ICD/Rotman School
    of Business Directors Education Program. She has also
    served as a director of Falconbridge, Sears Canada and six other
    public company boards.   Principal Areas of
    Expertise/Experience:


Value of At-Risk
    Holdings(2):Finance


February
    2011(3):

    $6,638,746Public PolicyGovernanceBoard Committee
    Membership:


Board & Committee
    Attendance(4):Corporate Governance and Nominating (chair)


98%Compensation    10 PotashCorp
    2011 Management Proxy Circular




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(PHOTO OF M BURLEY)

Paul J. SchoenhalsAge: 69
    Calgary, Alberta, Canada
    Director since 1992
    Independent(1)

Mr. Schoenhals is a retired President and Chief Executive
    Officer of Enform, a petroleum industry safety and training
    service. He is a former Member of the Legislative Assembly and
    Cabinet Minister in Saskatchewan and was Chairman of Potash
    Corporation of Saskatchewan, the Crown corporation, from 1987 to
    1989.   Principal Areas of
    Expertise/Experience:


Value of At-Risk
    Holdings(2):Public Policy


February
    2011(3):

    $3,979,924Business ManagementBoard Committee
    Membership:


Board & Committee
    Attendance(4):Safety, Health and Environment (chair)


93%Compensation   (PHOTO OF M BURLEY)

E. Robert Stromberg, Q.C.Age: 69
    Jackfish Lake, 
       Saskatchewan, Canada 
    Director since 1991
    Non-Independent(1)

Mr. Stromberg is retired and was formerly associated with
    the Saskatchewan law firm Robertson Stromberg Pedersen. He is a
    director of NorSask Forest Products Inc. and Hitachi Canadian
    Industries Ltd. and holds the rank of Honorary Colonel of the
    North Saskatchewan Regiment.   Principal Areas of
    Expertise/Experience:


Value of At-Risk
    Holdings(2):Global/International Commerce


February
    2011(3):

    $12,317,470LegalBoard Committee
    Membership:


Board & Committee
    Attendance(4):Safety, Health and Environment


100%   Mr. Stromberg is not considered independent because of a
    business relationship in a company in which
    Mr. Strombergs sons are associated but in which
    Mr. Stromberg has no interest. This relationship is
    described in greater detail below.
   PotashCorp 2011 Management Proxy
    Circular  11




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(PHOTO OF M BURLEY)

Elena Viyella de PalizaAge: 56
    Dominican Republic
    Director since 2003
    Non-Independent(1)

Ms. Viyella de Paliza is President of Inter-Quimica, S.A.,
    a chemicals importer and distributor, Monte Rio Power Corp. and
    Indescorp, S.A. She is a member of the board of the
    Inter-American
    Dialogue and Past President of the Dominican Business Council,
    the Dominican Stock Exchange, Dominican Manufacturers
    Association and the National Agribusiness Board.   Principal Areas of
    Expertise/Experience:


Value of At-Risk
    Holdings(2):Fertilizer Industry


February
    2011(3):

    $5,763,295Finance/Business ManagementGlobal/International CommerceBoard Committee
    Membership:


Board & Committee
    Attendance(4):Safety, Health and Environment


97%   Ms. Paliza
    is not considered independent because of a business relationship
    in a company in which Ms. Palizas father and brother
    are interested parties but in which Ms. Paliza has no
    interest. This relationship is described in greater detail
    below.
    (1)
    
    See Director Independence and
    Other Relationships on pages 13 through 15.(2)
    
    See At Risk Investments and
    Year Over Year Changes on pages 22 and 23 for additional
    detail.(3)
    
    Based on the closing price per
    Share on the New York Stock Exchange of $56.71 on
    February 22, 2011 and takes into account the 2011 Stock
    Split described on page 1 of this Management Proxy Circular.(4)
    
    See Attendance of
    Directors on page 17 for additional detail.(5)
    
    Mr. McCaig was a director of
    TCT Logistics Inc. (TCT) from June 2001 to January 2002. In
    January 2002, a receiver was appointed over the business and
    assets of TCT by a creditor of TCT. Mr. McCaig is also a
    director of Orbus Pharma Inc. (Orbus). On or about
    May 17, 2010, Orbus commenced proposal proceedings pursuant
    to the provisions of the Bankruptcy and Insolvency Act
    (Canada) by filing a notice of intention to make a proposal. A
    proposal was submitted and approved by the creditors of Orbus on
    September 28, 2010 and the proposal was approved by the
    court on October 18, 2010. During 2010, securities
    regulators for the Provinces of Alberta, British Columbia,
    Manitoba, Ontario and Quebec issued cease trading orders in
    relation to the securities of Orbus for the failure by Orbus to
    timely file financial statements as well as related continuous
    disclosure documents. On January 13, 2011, the securities
    regulators of Ontario and Alberta granted partial revocation of
    their cease trade orders to permit trades in securities of Orbus
    that are necessary for and are in connection with the proposal.  12 PotashCorp
    2011 Management Proxy Circular




---



##### Table of Contents



Board
    Tenure
  as at
    February 22, 2011
  
          Director
    Independence and Other Relationships
  Committees(Number of Members)Audit(1)

Compensation(1)

CG&N(1)

SH&E(2)(5)

(5)

(4)

(5)Management Director  Not
    IndependentWilliam J. DoyleOutside Director  Not
    IndependentE. Robert Stromberg (family business relationship)








üElena Viyella de Paliza (family business relationship)








üOutside Director 
    IndependentChristopher M. Burley


ü



üJohn W. Estey




Chair



üC. Steve Hoffman


ü





üDallas J. Howe (Board Chair)






üAlice D.
    Laberge(3)


Chair



üKeith G.
    Martell(3)


ü

üJeffrey J. McCaig


ü

üMary Mogford




ü

ChairPaul J. Schoenhals




ü



Chair    (1)
    
    All members are independent. All
    Audit Committee members are independent under additional
    regulatory requirements applicable to them. The Corporate
    Governance and Nominating Committee Charter, the Compensation
    Committee Charter and the Audit Committee Charter each require
    that each member of the respective committee be independent.  (2)
    
    A majority of the Safety, Health
    and Environment Committee members are independent.(3)
    
    Audit Committee financial expert
    under the rules of the SEC.  PotashCorp 2011 Management Proxy
    Circular  13




---



##### Table of Contents



58-101 58-101),
  Regulation S-K
    a)
    A Director will not be considered independent if, currently or
    within the preceding three years, as applicable:  i)
    the Director is, or was, an employee or executive officer of the
    Corporation, including any affiliated entity of the Corporation;  ii)
    an immediate family member of the Director is, or was, an
    executive officer of the Corporation, including any affiliated
    entity of the Corporation;  iii)
    the Director is, or was, a partner of, employed by or affiliated
    with any of the Corporations present or former internal or
    external auditors;iv)
    an immediate family member of the Director is, or was, a partner
    of any of the Corporations present or former internal or
    external auditors;  v)
    an immediate family member of the Director is an employee of the
    Corporations internal or external auditors and
    participates in its audit, assurance or tax compliance (but not
    tax planning) practice, or is or was employed or affiliated with
    any of the Corporations present or former internal or
    external auditors and personally works or worked on the
    Corporations audit within such time; or  vi)
    an executive officer of the Corporation serves or served on the
    compensation committee of an entity which, in turn, employs or
    employed either (a) the particular Director as an executive
    officer or (b) an immediate family member of such Director
    as an executive officer.  b)
    A Director will not be considered independent if the Director
    received any direct compensation, or an immediate family member
    of the Director received more than Cdn$75,000 in direct
    compensation, during any 12 month period within the past
    three fiscal years from the Corporation, other than director and
    committee fees and pension or other forms of deferred
    compensation for prior service (provided that such compensation
    is not contingent in any way on continued service).  c)
    A Director will not be considered independent if the Director
    has any of the following commercial or charitable relationships:  i)
    the Director currently serves as an executive officer or
    employee of, or any of his or her immediate family members
    currently serves as an executive officer of, another company
    that makes payments to, or receives payments from, the
    Corporation for property or services in an amount that, in any
    one of the three most recent fiscal years, exceeds the greater
    of (x) US$1,000,000 or (y) 2 percent of the
    annual consolidated gross revenues of the company for which such
    Director, or any of his or her immediate family members, serves
    as an executive officer (or as an employee in the case of the
    Director); or  ii)
    the Director currently serves as an officer, director or trustee
    of a charitable organization, and the Corporations
    discretionary charitable contributions to that organization (or
    in the case of a foundation, the foundation together with the
    organization or entity to which the foundation supports) exceeds
    the greater of (x) US$1,000,000 or (y) 2 percent
    of that organizations total annual consolidated gross
    revenues within any one of the three most recent fiscal years
    (provided that the Corporations matching of employee
    charitable contributions will not be included in the amount of
    the Corporations contributions for this purpose).  d)
    Where a relationship exists as a result of a Director who is a
    limited partner, a non-managing member or who occupies a similar
    position in an entity that does business with the Corporation,
    or who has a shareholding in such entity which is not
    significant, and who, in each case, has no active role in sales
    to, purchases from, or in providing services to the Corporation
    and derives no direct material benefit from same, such
    relationship shall be considered not to be material.  14 PotashCorp
    2011 Management Proxy Circular




---



##### Table of Contents



Regulation S-K
    Board/Director
    Assessment
  Annual Board
    Assessment by All Members of the Board
 follow-up
  Annual Assessment
    of Each Committee by Members of That Committee
   PotashCorp 2011 Management Proxy
    Circular  15




---



##### Table of Contents



Annual Assessment
    of the Board Chair by Members of the Board
   Annual Assessment
    of Each Committee Chair by Members of Each Committee
   Annual Assessment
    of Individual Directors
   Management Board
    Survey
 and/or
  16 PotashCorp
    2011 Management Proxy Circular




---



##### Table of Contents



Attendance
    of Directors
   Type of Meeting Held

Number of MeetingsBoard of Directors


35Audit Committee (AUD)


8Compensation Committee (COMP)


5Corporate Governance and Nominating Committee (GOV)


4Safety, Health and Environment Committee (SHE)


4   Total Board/CommitteeDirector

Board meetings
    attended

Committee meetings
    attended

meetings attendedChristopher M. Burley

35 of 35


100%


8 of 8 AUD


100%


47 of 47


100%4 of 4 GOV


100%William J.
    Doyle(1)(2)

26 of 33


79%








26 of 33


79%John W. Estey

34 of 35


97%


5 of 5 COMP (Chair)


100%


43 of 44


98%4 of 4 SHE


100%C. Steven Hoffman

34 of 35


97%


8 of 8 AUD


100%


46 of 47


98%4 of 4 SHE


100%Dallas J.
    Howe(2)

35 of 35 (Chair)


100%


4 of 4 GOV


100%


39 of 39


100%Alice D. Laberge

35 of 35


100%


8 of 8 AUD (Chair)


100%


47 of 47


100%4 of 4 GOV


100%Keith G. Martell

35 of 35


100%


8 of 8 AUD


100%


48 of 48


100%5 of 5 COMP


100%Jeffrey J. McCaig

35 of 35


100%


8 of 8 AUD


100%


48 of 48


100%5 of 5 COMP


100%Mary Mogford

35 of 35


100%


4 of 5 COMP


80%


43 of 44


98%4 of 4 GOV (Chair)


100%Paul J. Schoenhals

32 of 35


91%


5 of 5 COMP


100%


41 of 44


93%4 of 4 SHE (Chair)


100%E. Robert Stromberg, Q.C.

35 of 35


100%


4 of 4 SHE


100%


39 of 39


100%Elena Viyella de Paliza

34 of 35


97%


4 of 4 SHE


100%


38 of 39


97%Aggregate Attendance

405 of 418


97%


40 of 40 AUD


100%


505 of 519


97%16 of 16 GOV


100%24 of 25 COMP


96%20 of 20 SHE


100%   (1)
    
    Mr. Doyle attended 100% (7 of
    7) of the Board meetings not related to the BHP Offer (see
    paragraph below). Mr. Doyles active involvement in
    the Corporations response to the BHP Offer made it
    impossible for him to attend all Board meetings related to the
    BHP Offer.  (2)
    
    In addition to the committees of
    which he is a member, Mr. Howe, as Board Chair, regularly
    attends other committee meetings as well. Mr. Howe attended
    20 of the 21 committee meetings held in 2010. At the invitation
    of applicable committees, Mr. Doyle attended all or a
    portion of many of the committee meetings held in 2010,
    including a majority of the Compensation and Corporate
    Governance committee meetings. In an effort to provide directors
    with a more complete understanding of the issues facing the
    Corporation and in line with the Corporations core values,
    directors are encouraged to attend committee meetings of which
    they are not a member.      PotashCorp 2011 Management Proxy
    Circular  17




---



##### Table of Contents



Director
    Compensation
    2010 Director
    Compensation Package
   Cash
    Compensation
       Stock-Based
    Compensation
           18 PotashCorp
    2011 Management Proxy Circular




---



##### Table of Contents



Stock Ownership
    Guidelines
 and/or
    Other
    Benefits
   Regulation S-K.
   2010 Director
    Compensation(1)
 (see explanatory
    notes)
  Change inPension ValueNon-Equity


andFees








Incentive


NonqualifiedEarned or


Stock


Option


Plan


Deferred


All OtherPaid in


Awards


Awards


Compensation


Compensation


Compensation


TotalName


Cash
($)(2)


($)(2)(3)(4)


($)(5)


($)


Earnings


($)(6)


($)Christopher M. Burley



206,750




76,540



















174




283,464William J.
    Doyle(7)

































John W. Estey



212,250




8,928



















520




221,698C. Steven Hoffman



56,500




153,593



















520




210,613Dallas J. Howe



424,000




14,723



















174




438,897Alice D. Laberge



161,125




63,594



















174




224,894Keith G. Martell



55,250




156,603



















174




212,027Jeffrey J. McCaig



55,500




166,146



















174




221,820Mary Mogford



131,000




90,314



















174




221,488Paul J. Schoenhals



210,000




7,471



















174




217,645E. Robert Stromberg, Q.C.



199,750




6,761



















174




206,685Elena Viyella de Paliza



198,250




5,935



















520




204,705   (1)
    
    Those amounts that were paid in
    Canadian dollars have been converted to United States dollars
    using the average exchange rate for the month prior to the date
    of payment.(2)
    
    The following table sets forth each
    directors annual retainer, meeting and other fees for
    fiscal year 2010 that were earned or paid in the form of cash or
    deferred in the form of DSUs.  PotashCorp 2011 Management Proxy
    Circular  19




---



##### Table of Contents



Remuneration
    of Directors
    For the Fiscal Year Ended December 31, 2010
  Committee Meeting







Percentage of TotalAnnual Retainer



and Other Fees



Total



Remuneration inCash



DSUs



Cash



Remuneration



DSUsName


($)



($)



($)



($)



(%)Christopher M. Burley



126,250




76,250




80,500




283,000




26.94William J. Doyle























John W. Estey



187,500









24,750




212,250




C. Steven Hoffman



25,000




152,500




31,500




209,000




72.97Dallas J. Howe



357,500









66,500




424,000




Alice D. Laberge



130,625




56,875




30,500




218,000




26.09Keith G. Martell



25,000




155,000




30,250




210,250




73.72Jeffrey J. McCaig



25,000




155,000




30,500




210,500




73.63Mary Mogford



105,000




80,000




26,000




211,000




37.91Paul J. Schoenhals



185,000









25,000




210,000




E. Robert Stromberg, Q.C.



172,500









27,250




199,750




Elena Viyella de Paliza



172,500









25,750




198,250




Total



1,511,875




675,625




398,000




2,586,000




26.13
   (3)
    
    Reports the grant date fair value,
    as calculated in accordance with FASB ASC Topic 718, for DSUs
    received in 2010 pursuant to the Plan.  (4)
    
    As of December 31, 2010, the
    total number of all DSUs held by each outside director, as
    adjusted to give effect to the 2011 Stock Split, is as follows:
    Mr. Burley, 2,904.79; Mr. Estey, 67,102.43;
    Mr. Hoffman, 10,484.46; Mr. Howe, 110,479.12;
    Ms. Laberge, 50,972.16; Mr. Martell, 13,507.54;
    Mr. McCaig, 85,124.92; Ms. Mogford, 78,162.98;
    Mr. Schoenhals, 56,054.82; Mr. Stromberg, 50,733.17;
    and Ms. Viyella de Paliza, 44,603.39.    March 31,





June 30,





September 30,





December 31,February 11,


2010


May 6,


2010


August 6,


2010


November 8,


20102010


(Deferred


2010


(Deferred


2010


(Deferred


2010


(DeferredName


(Dividend)


Fees)


(Dividend)


Fees)


(Dividend)


Fees)


(Dividend)


Fees)Christopher M. Burley


$47
    (1.26 units)


$17,500
    (455.65 units)


$61
    (1.78 units)


$17,500
    (599.03 units)


$84
    (2.23 units)


$20,625
    (433.41 units)


$98
    (2.08 units)


$20,625
    (405.74 units)John W. Estey


$2,229
    (60.18 units)



    


$2,231
    (65.53 units)



    


$2,233
    (59.01 units)



    


$2,235
    (47.61 units)



    C. Steven Hoffman


$223
    (6.03 units)


$35,000
    (879.76 units)


$253
    (7.43 units)


$35,000
    (1,217.53 units)


$294
    (7.76 units)


$41,250
    (859.14 units)


$323
    (6.87 units)


$41,250
    (799.26 units)Dallas J. Howe


$3,656
    (98.70 units)



    


$3,580
    (105.16 units)



    


$3,776
    (99.76 units)



    


$3,711
    (79.04 units)



    Alice D. Laberge


$1,650
    (44.54 units)


$13,125
    (341.74 units)


$1,627
    (47.78 units)


$13,125
    (449.28 units)


$1,731
    (45.74 units)


$15,312
    (321.77 units)


$1,712
    (36.47 units)


$15,312
    (301.23 units)Keith G. Martell


$348
    (9.38 units)


$35,000
    (911.30 units)


$370
    (10.86 units)


$35,000
    (1,198.07 units)


$431
    (11.39 units)


$42,500
    (893.08 units)


$454
    (9.66 units)


$42,500
    (836.08 units)Jeffrey J. McCaig


$2,717
    (73.36 units)


$35,000
    (911.30 units)


$2,691
    (79.04 units)


$35,000
    (1,198.07 units)


$2,879
    (76.06 units)


$42,500
    (893.08 units)


$2,859
    (60.90 units)


$42,500
    (836.08 units)Mary Mogford


$2,535
    (68.44 units)


$18,125
    (471.92 units)


$2,498
    (73.37 units)


$18,125
    (620.43 units)


$2,656
    (70.17 units)


$21,875
    (459.67 units)


$2,625
    (55.92 units)


$21,875
    (430.33 units)Paul J. Schoenhals


$1,855
    (50.08 units)



    


$1,817
    (53.36 units)



    


$1,916
    (50.62 units)



    


$1,883
    (40.10 units)



    E. Robert Stromberg, Q.C.


$1,679 
    (45.32 units)



    


$1,644
    (48.29 units)



    


$1,734
    (45.81 units)



    


$1,704
    (36.30 units)



    Elena Viyella de Paliza


$1,482
    (40.00 units)



    


$1,483
    (43.56 units)



    


$1,484
    (39.22 units)



    


$1,486
    (31.65 units)



    
   (5)
    
    As of December 31, 2010, none
    of the outside directors held outstanding options except, as
    adjusted to give effect to the 2011 Stock Split, as follows:
    Mr. Howe, 54,000; Mr. McCaig, 219,450;
    Ms. Mogford, 54,000; and Mr. Stromberg, 54,000. The
    following table provides information relating to outstanding
    stock options held by each of our outside directors as of
    December 31, 2010 and stock option exercises by each of our
    outside directors during 2010.  20 PotashCorp
    2011 Management Proxy Circular




---



##### Table of Contents



Number ofSecurities








Number of Shares


Value RealizedUnderlying








Acquired on


Upon Exercise ofUnexercised








Exercise of


Stock OptionsOptions


Option


Option


Stock Options


During 2010Name


Exercisable(a)


Exercise Price


Expiration Date


During
    2010(b)


($)(c)Dallas J. Howe


27,000
    27,000


Cdn$5.55
    Cdn$5.81


11/20/2011
    11/20/2012



64,800




2,715,883Jeffrey J. McCaig


27,000
    27,000


Cdn$5.55
    Cdn$5.81


11/20/2011
    11/20/2012



165,450




6,937,292Mary Mogford


27,000
    27,000


Cdn$5.55
    Cdn$5.81


11/20/2011
    11/20/2012








E. Robert Stromberg, Q.C.


27,000
    27,000


Cdn$5.55
    Cdn$5.81


11/20/2011
    11/20/2012



64,800




2,744,820
   (a)
    
    The number of securities underlying
    unexercised options exercisable have been adjusted to give
    effect to the 2011 Stock Split. As of December 31, 2010,
    the aggregate before tax value of unexercised options that are
    currently exercisable held by each outside director was as
    follows: Mr. Howe, $2,401,019; Mr. McCaig, $2,401,019;
    Ms. Mogford, $2,401,019; and Mr. Stromberg,
    $2,401,019. The aggregate value of unexercised options was
    converted to U.S. dollars using the average Canadian exchange
    rate of 1.0301 for fiscal year 2010.(b)
    
    The number of Shares retained by
    each director following exercise of the options is as follows:
    Mr. Howe, 64,800; Mr. McCaig, 165,450; and Mr.
    Stromberg, 64,800.(c)
    
    The value realized upon exercise
    was converted to U.S. dollars using the average Canadian
    exchange rate of 1.0301 for fiscal year 2010.  (6)
    
    Reports the cost of tax
    gross-ups
    for taxable benefits and life insurance premiums paid for the
    benefit of each director.(7)
    
    As CEO, any compensation
    Mr. Doyle receives is disclosed in the Summary Compensation
    Table for Named Executive Officers. See
    Compensation  Executive
    Compensation  Summary Compensation Table.  PotashCorp 2011 Management Proxy
    Circular  21




---



##### Table of Contents



At
    Risk Investment and Year Over Year Changes
    Value ofCommonTotal At-Risk


Shares/DSUs





Equity atValue of


Needed to Meet





Risk


SharesCommon


Common


2011





Multiple of


Deemed toCommon





Shares and


Shares and


Ownership


Ownership


2010


be BeneficiallyDirector





Shares


DSUs


DSUs


DSUs


Guideline


Guideline


Annual


OwnedSince


Year


(#)


(#)(1)


(#)


($)(2)


($)


Compliance(3)


Retainer


(#)(4)(5)Christopher M. Burley



2009



2011



30,000




3,312




33,312




1,889,259



825,000



Yes




11.5




30,0002010



30,000




1,410




31,410




1,205,618

















30,000Change








+1,902




+1,902






















William J.
    Doyle(6)



1989



2011



1,776,789









1,776,789




100,761,768



n/a



n/a




n/a




9,380,1512010



1,403,292









1,403,292




53,858,353

















10,278,900Change



+373,497




n/a




+373,497






















−898,749John W. Estey



2003



2011



3,000




67,137




70,137




3,977,565



875,000



Yes




22.7




3,0002010



10,500




66,930




77,430




2,971,771

















10,500Change



−7,500




+207




−7,293






















−7,500C. Steven Hoffman



2008



2011



6,600




10,488




17,088




969,181



825,000



Yes




5.9




6,6002010



6,600




6,705




13,305




510,711

















6,600Change








+3,783




+3,783






















Dallas J. Howe



1991



2011



273,645




110,616




384,261




21,791,556



1,725,000



Yes




63.2




327,6452010



208,845




110,274




319,119




12,247,794

















327,645Change



+64,800




+282




+65,082






















Alice D. Laberge



2003



2011



18,000




51,336




69,336




3,932,137



875,000



Yes




22.5




18,0002010



18,000




49,764




67,764




2,600,853

















18,000Change








+1,572




+1,572






















Keith G. Martell



2007



2011



1,800




14,361




16,161




916,493



850,000



Yes




5.4




1,8002010



1,800




10,482




12,282




471,414

















1,800Change








+3,879




+3,879






















Jeffrey M.
    McCaig(7)



2001



2011



198,000




86,067




284,067




16,109,522



850,000



Yes




94.8




252,0002010



32,550




81,966




114,516




4,395,176

















252,000Change



+165,450




+4,101




+169,551






















Mary Mogford



2001



2011



38,373




78,690




117,063




6,638,746



875,000



Yes




37.9




92,3732010



38,373




76,467




114,840




4,407,575

















92,373Change








+2,223




+2,223






















Paul J. Schoenhals



1992



2011



14,055




56,124




70,179




3,979,924



875,000



Yes




22.7




14,0552010



14,055




55,950




70,005




2,686,824

















14,055Change








+174




+174






















E. Robert Stromberg, Q.C.



1991



2011



166,404




50,796




217,200




12,317,470



800,000



Yes




77.0




220,4042010



101,468




50,637




152,105




5,837,875

















220,266Change



+64,936




+159




+65,095






















+138Elena Viyella de Paliza



2003



2011



57,000




44,625




101,625




5,763,295



800,000



Yes




36.0




57,0002010



30,000




44,487




74,487




2,858,886

















30,000Change



27,000




+138




27,138






















+27,000Total







2011



2,583,666




573,552




3,157,218




179,046,916

















10,400,0282010



1,895,483




555,072




2,450,555




94,052,850

















11,282,139Change



+688,183




+18,480




+706,663






















−879,111
   (1)
    
    Deferred Share Units do not carry
    any voting rights. The number of Deferred Share Units held by
    each director has been rounded down to the nearest whole number
    and takes into account the 2011 Stock Split described on
    page 1 of this Management Proxy Circular.(2)
    
    Based on the closing price per
    Share on the NYSE of $115.14 on February 19, 2010 and
    $56.71 on February 22, 2011 and takes into account the 2011
    Stock Split described on page 1 of this Management Proxy
    Circular.  22 PotashCorp
    2011 Management Proxy Circular




---



##### Table of Contents



(3)
    
    By the time a director has served
    on the Board for 5 years, he or she must own Shares and/or
    Deferred Share Units with a value at least five times the annual
    retainer paid to directors. One-half of the ownership threshold
    is required to be achieved within
    21/2
    years. If a directors Share ownership falls below the
    minimum guidelines due to a decline in the Share price, such
    director will have three years to restore compliance. For
    purposes of determining compliance during the three-year period,
    the directors Shares will be valued at the higher of cost
    or market value.  (4)
    
    For 2011, the number of Shares
    indicated above as deemed to be beneficially owned by the
    nominated directors includes Shares purchasable by such
    directors within 60 days of February 22, 2011 through
    the exercise of options granted by the Corporation, as follows:
    William J. Doyle 7,603,362 Shares; Dallas J. Howe
    54,000 Shares; Jeffrey J. McCaig 54,000 Shares; Mary
    Mogford 54,000 Shares; and E. Robert Stromberg
    54,000 Shares. No stock options have been granted to the
    Corporations non-employee directors since November 2002.For 2010, the number of Shares
    indicated above as deemed to be beneficially owned by the
    nominated directors includes Shares purchasable by such
    directors within 60 days of February 19, 2010 through
    the exercise of options granted by the Corporation, as follows:
    William J. Doyle 8,875,608 Shares; Dallas J. Howe
    118,800 Shares; Jeffrey J. McCaig 219,450 Shares; Mary
    Mogford 54,000 Shares; and E. Robert Stromberg
    118,800 Shares. No stock options have been granted to the
    Corporations non-employee directors since November 2002.(5)
    
    No Shares beneficially owned by any
    of the directors are pledged as security.(6)
    
    Includes 59,694 Shares held in
    the William & Kathy Doyle Foundation,
    355,912 Shares held in the WJ Doyle Revocable Trust,
    692,184 Shares held in the Doyle Family LLC,
    150,000 Shares held in the Doyle Family Stock Trust I,
    150,000 Shares held in the Doyle Family Stock
    Trust II, 123,000 Shares held in the B. Doyle 2010
    Distribution Trust, 123,000 Shares held in the E. Doyle
    2010 Distribution Trust and 123,000 Shares held in the R.
    Doyle 2010 Distribution Trust.(7)
    
    Includes 43,914 shares held in
    The Jeffrey & Marilyn McCaig Family Foundation.  PotashCorp 2011 Management Proxy
    Circular  23




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##### Table of Contents



Appointment
    of Auditors and Report of Audit Committee
   
    PotashCorp was recognized in 2010 with the Award of
    Excellence in Financial Reporting, Corporate Reporting in the
    Mining Sector and Electronic Disclosure in the Corporate
    Reporting Awards from the Canadian Institute of Chartered
    Accountants.   Appointment
    of Auditors
   Pre-Approval
    Policy for External Auditor Services
   Members
    of the Audit Committee for 2010
       Role
    of the Audit Committee
     Independent
    Audit Committee
 52-110 52-110),
  Financial
    Expertise and Financially Literate
 and/or 52-110.
    24 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



Appointment
    of Auditors
        Auditors
    Fees
   Year Ended December 31,2010


2009Audit Fees


$
2,683,986


$
2,844,219Audit Related Fees



231,300



202,700Tax Fees



35,532



13,552All Other Fees



0



0   Audit
    Fees
 Form 10-Q
  Audit-Related
    Fees
   Tax
    Fees
   Pre-Approval
    Policy for External Auditor Services
     (1)
    Audit and audit-related services  these are
    identified in the annual Audit Service Plan presented by the
    external auditor and require annual approval. The Audit
    Committee monitors the audit services engagement at least
    quarterly.(2)
    Pre-approved list of non-audit services  non-audit
    services which are reasonably likely to occur have been
    identified and receive general pre-approval of the Audit
    Committee, and as such do not require specific pre-approvals.
    The term of any general pre-approval is 12 months from
    approval unless otherwise specified. The Audit Committee
    annually reviews and pre-approves the services on this list.(3)
    Other proposed services  all proposed services not
    categorized above are brought forward on a
    case-by-case
    basis and specifically pre-approved by the Chair of the Audit
    Committee, to whom pre-approval authority has been delegated.  All fees paid to the independent auditors for 2010 were
    approved in accordance with the pre-approval policy.
  PotashCorp 2011 Management Proxy
    Circular  25




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##### Table of Contents



(A. LABERGE, CHAIR)

(C. BURLEY)

(S. HOFFMAN)

(K. MARTELL)

(J. MCCAIG)A. Laberge, Chair

C. Burley

S. Hoffman

K. Martell

J. McCaig
   Report
    of the Audit Committee
  52-110 52-110),
        and/or 52-110.
                26 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



Sarbanes-Oxley Act of
    2002
  Form 10-K
      
    the receipt, retention and treatment of complaints received by
    the Corporation regarding accounting, internal accounting
    controls or auditing matters; and
    the confidential, anonymous submission by employees of the
    Corporation of concerns regarding questionable accounting or
    auditing matters.      PotashCorp 2011 Management Proxy
    Circular  27




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Adoption
    of 2011 Performance Option Plan
               th
      28 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



(a)
    if the employment of an optionee as an officer or employee of
    the Corporation or a subsidiary terminates by reason of his or
    her death, or if an optionee who is a retiree pursuant to
    paragraph (b) below dies during the
    36-month
    period following retirement, the legal personal representatives
    of the optionee will be entitled to exercise any unexercised
    vested options, including such stock options that may vest after
    the date of death, during the period ending at the end of the
    twelfth calendar month following the calendar month in which the
    optionee dies, failing which exercise the stock options will
    terminate;(b)
    subject to the terms of paragraph (a) above, if the
    employment of an optionee as an officer or employee of the
    Corporation or a subsidiary terminates by reason of retirement
    in accordance with the then prevailing retirement policy of the
    Corporation or subsidiary, the optionee will be entitled to
    exercise any unexercised vested stock options, including such
    stock options that may vest after the date of retirement, during
    the period ending at the end of the 36th month following
    the calendar month in which the optionee retires, failing which
    exercise the stock options will terminate;  (c)
    subject to the treatment of stock options in connection with a
    change of control (as described below), if the employment of an
    optionee as an officer or employee of the Corporation or a
    subsidiary terminates for any reason other than as provided in
    paragraphs (a) or (b) above, the optionee will be
    entitled to exercise any unexercised vested stock options, to
    the extent vested and exercisable at the date of such event,
    during the period ending at the end of the calendar month
    immediately following the calendar month in which the event
    occurs, failing which exercise the stock options will
    terminate; and  (d)
    each stock option is personal to the optionee and is not
    assignable, except (i) as provided in paragraph
    (a) above, and (ii) at the election of the Board, a
    stock option may be assignable to the spouse, children and
    grandchildren of the original optionee and to a trust,
    partnership or limited liability company, the entire beneficial
    interest of which is held, directly or indirectly, by one or
    more of the optionee or the spouse, children or grandchildren of
    the optionee (each, a Permitted Assignee). If a
    stock option is assigned to one or more Permitted Assignees,
    nothing contained in this paragraph (d) shall prohibit a
    subsequent assignment of such stock option to one or more other
    Permitted Assignees or back to the optionee.          PotashCorp 2011 Management Proxy
    Circular  29




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UNLESS A PROXY SPECIFIES THAT THE SHARES IT REPRESENTS
    SHOULD BE VOTED AGAINST THE RESOLUTION TO APPROVE THE 2011
    PERFORMANCE OPTION PLAN, THE PROXY-HOLDERS NAMED IN THE
    ACCOMPANYING FORM OF PROXY INTEND TO VOTE FOR THE
    RESOLUTION.
  30 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



Securities
    Authorized for Issuance Under Equity Compensation
    Plans
   OutstandingOptions


Options asPeriod of

Maximum


Granted and


Percentage ofPermitted

Option


Outstanding


SharesName of Plan


Option Grants

Grants


(as of 12/31/2010)


Outstanding2010 Performance Option Plan


Feb. 21, 2010  Dec. 31, 2010


3,000,000(1
)


1,334,100


0.16%2009 Performance Option Plan


Feb. 21, 2009  Dec. 31, 2009


3,000,000(1
)


1,909,200


0.22%2008 Performance Option Plan


Feb. 21, 2008  Dec. 31, 2008


3,000,000(1
)


1,441,050


0.17%2007 Performance Option Plan


Feb. 21, 2007  Dec. 31, 2007


9,000,000(1
)


4,463,475


0.52%2006 Performance Option Plan


Feb. 28, 2006  Dec. 31, 2006


12,600,000(1
)


5,997,000


0.70%2005 Performance Option Plan


Mar. 01, 2005  Dec. 31, 2005


10,800,000(1
)


6,374,805


0.75%Stock Option Plan  Officers and Employees


Various


Various



10,410,129


1.22%Stock Option Plan  Directors


Various


Various



243,000


0.03%TOTAL









32,172,759


3.77%    (1)
    
    Generally, each Performance Option
    Plan terminates one year from its respective effective date.
    Options not granted were cancelled at the end of the calendar
    year in which the Performance Option Plan was approved by
    shareholders.      Equity
    Compensation Plan Information
  (c) Number ofShares remainingavailable for(b) Weighted-average

future issuance(a) Number of Shares to

exercise price of

under equitybe issued upon exercise

outstanding

compensation plansof outstanding options,

options, warrants

(excluding SharesPlan Category

warrants and rights

and rights

reflected in column (a))December 31, 2010Equity compensation plans approved by shareholders

32,172,759(1)

$15.17

0Equity compensation plans not approved by shareholders

n/a

n/a

n/aFebruary 22, 2011Equity compensation plans approved by shareholders

30,969,549(2)

$38.74

0Equity compensation plans not approved by shareholders

n/a

n/a

n/a    (1)
    
    Of this amount, 6,374,805 options
    were outstanding pursuant to the 2005 Performance Option Plan,
    5,997,000 options were outstanding pursuant to the 2006
    Performance Option Plan, 4,463,475 options were outstanding
    pursuant to the 2007 Performance Option Plan, 1,441,050 options
    were outstanding pursuant to the 2008 Performance Option Plan,
    1,909,200 options were outstanding pursuant to the 2009
    Performance Option Plan, 1,334,100 options were outstanding
    pursuant to the 2010 Performance Option Plan, 10,410,129 options
    were outstanding pursuant to the Stock Option Plan 
    Officers and Employees and 243,000 options were outstanding
    pursuant to the Stock Option Plan  Directors.  (2)
    
    Of this amount, 6,068,655 options
    were outstanding pursuant to the 2005 Performance Option Plan,
    5,790,450 options were outstanding pursuant to the 2006
    Performance Option Plan, 4,314,051 options were outstanding
    pursuant to the 2007 Performance Option Plan, 1,436,700 options
    were outstanding pursuant to the 2008 Performance Option Plan,
    1,903,950 options were outstanding pursuant to the 2009
    Performance Option Plan, 1,330,500 options were outstanding
    pursuant to the 2010 Performance Option Plan, 9,882,243 options
    were outstanding pursuant to the Stock Option Plan 
    Officers and Employees and 243,000 options were outstanding
    pursuant to the Stock Option Plan  Directors.  PotashCorp 2011 Management Proxy
    Circular  31




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Corporate
    Governance
   
    In connection with PotashCorps adoption of an advisory
    Say on Pay vote in 2010, the board expanded its
    shareholder outreach program and was awarded the inaugural
    Governance Gavel Award for Best Practices in Shareholder
    Engagement by the Canadian Coalition for Good Governance.
    PotashCorp was also recognized by the prominent IR Magazine
    as having the best investor relations website in North America
    and as having the best investor relations in the US market by a
    Canadian company.   Statement
    of Corporate Governance Practices
     Members
    of the Corporate Governance and Nominating Committee for
    2010
 
  Role
    of the Corporate Governance and Nominating Committee
     Nominating
    Process
     Director
    Orientation and Continuing Education
   Shareholder
    Outreach Program and Communicating With the Board
   32 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



Statement
    of Corporate Governance Practices
    58-101 58-201
  Sarbanes-Oxley Act
    58-101, 58-101,
    PotashCorp 2011 Management Proxy
    Circular  33




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##### Table of Contents



(M. Mogford, Chair)

(C. Burley)

(D. Howe)

(A. Laberge)M. Mogford, Chair

C. Burley

D. Howe

A. Laberge
   Corporate
    Governance and Nominating Committee Report
  General
 58-101,
       Disclosure
    Regarding Governance Procedures
   2010 Governance
    Activities
           Disclosure
    Regarding Nominating Processes
 Canada Business Corporations Act
  34 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



st
         fertilizer industry

   legal   agriculture

   accounting   global agriculture

   mining industry   global/international commerce

   chemical industry   transportation industry

   general business management   e-commerce/technology

   public policy   finance

   corporate governance   global senior executive management

   compensation/human resources   investment banking         Disclosure
    Regarding Director Orientation and Continuing
    Education
   (a)
    provide each new director with a baseline of knowledge about the
    Corporation that will serve as a basis for informed decision
    making;(b)
    tailor the program for each new director to take into account
    his or her unique mix of skills, experience, education,
    knowledge and needs; and  (c)
    deliver information over a period of time to minimize the
    likelihood of overload and maximize the lasting educational
    impact.  one-on-one
  PotashCorp 2011 Management Proxy
    Circular  35




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##### Table of Contents



(a)
    maintains a directors intranet site to facilitate the
    exchange of views and published information;(b)
    maintains a membership for each director in an organization
    dedicated to corporate governance and ongoing director education;  (c)
    each year encourages and funds the attendance of each director
    at one seminar or conference of interest and relevance, and
    funds the attendance of each committee Chair at one additional
    seminar or conference. In all cases, approval for attendance is
    obtained, in advance, from the Board Chair;  (d)
    encourages presentations by outside experts to the Board or
    committees on matters of particular import or emerging
    significance; and(e)
    at least annually, schedules a site visit in conjunction with a
    Board meeting.  2010 Director
    Education Activities
 and/or
  
    In July, the Board participated in a presentation by the
    Corporations outside counsel, Stikeman Elliott LLP and
    Jones Day, on regulatory matters of importance and of emerging
    significance to the Corporation;
    The Audit Committee regularly received progress reporting on the
    status of the Corporations IFRSs implementation project
    and received reports on new and emerging issues in its areas of
    responsibility;
    At each CG&N Committee meeting the committee was provided
    with an update by the Corporations internal counsel on
    corporate governance trends and current governance issues;
    At each Compensation Committee meeting the committee was
    provided with an update by Towers Watson on emerging trends in
    executive compensation;      Shareholder
    Outreach Program and Communicating With the Board
       ad hoc
  36 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



c/o Corporate
 st
     e-mail
        PotashCorp 2011 Management Proxy
    Circular  37




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##### Table of Contents



Compensation
   Executive compensation is a high-profile topic these days, as
    it should be. PotashCorp considers it a serious responsibility
    to maintain full transparency with our shareholders on all
    facets of our executive compensation program. Unfortunately,
    though, as disclosure has become more comprehensive and
    transparency has increased, the details have become overwhelming
    and, in our view, it is becoming increasingly difficult to see
    the bigger picture. So, in the interest of making our
    compensation disclosure easier to understand, we focus on
    highlights of our program in the following Letter from and
    Report of the Compensation Committee. A more detailed
    discussion is contained in the Compensation Discussion and
    Analysis (CD&A) disclosure that follows
    the letter and begins on page 43.
  Letter
    from and Report of the Compensation Committee
     (J. Estey, Chair)

(K. Martell)

(J. McCaig)

(M. Mogford)

(P. Schoenhals)J. Estey, Chair

K. Martell

J. McCaig

M. Mogford

P. Schoenhals
   Our
    Responsibilities
   58-101,
  Form 10-K
  Our
    Executive Compensation Philosophy
   
    We set corporate objectives aligned with long-term shareholder
    interests
    We design pay packages to incent and reward performance aligned
    with those objectives. Specifically:  
    Components of the pay package have different time horizons as do
    our corporate objectives
    Target cash compensation is set at the median of comparable
    companies  38 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents




    The majority of pay is at risk based on individual and company
    performance
    The at-risk components of the package should pay in proportion
    to performance and no reward should be given for performance
    short of the threshold
    The design should not incent taking undue risks
    The compensation plans are designed to create an ownership
    mentality in executives
    There should be an appropriate level of value sharing between
    shareholders and executives with shareholders receiving returns
    before executives receive incentive compensation  
    We test the outcomes for reasonableness and alignment of pay and
    performance   Our
    Executive Compensation Package
   Category

Component


DesignBase Salaries




   The
    only fixed component of total direct
    compensation   Typically
    set annually and at median of comparator dataShort-Term
    Incentive Plan
    (STIP)


   Annual
    cash bonus  one-year performance
    cycle   Payout
    is based on Board-established cash flow return
    metric   No
    payout for achieving less than 50% of target; maximum payout is
    capped at two times target regardless of the cash flow return
    achieved, subject to adjustment (±30%) based on individual
    performanceAt Risk
    Compensation

Medium-Term
    Incentive Plan
    (MTIP)


   Three-year
    performance cycle   One-half
    of payout based on absolute Total Shareholder Return
    (TSR) and the other half based on TSR relative to
    peer group index   No
    payout if minimum performance objectives are not achieved;
    maximum payout on each component is capped at 150% of target;
    maximum price escalation is capped at three times the starting
    price over the three
    yearsPerformance
    Option
    Plan (POP)


   Option
    vesting based on company performance over three-year performance
    cycle, up to 100% of options
    granted   Value
    of vested options based on Share appreciation over ten-year
    option period   Practice
    of one option grant per year following shareholder approval at
    the annual meeting of shareholders; no off-cycle option grants
    during the
    yearRetirement
    Plans




   Same
    base plan as all employees   Supplemental
    plans designed to deliver average benefits based on comparator
    group dataSeverance




   Change
    in control payments require double trigger of change
    in control and termination or significant change in
    executives duties   Only
    three legacy change in control
    contracts    PotashCorp 2011 Management Proxy
    Circular  39




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##### Table of Contents



Executive
    Compensation Aligned with the Companys
    Objectives
   Objective 1: Create superior long-term shareholder value.
  
    All at-risk incentive compensation plans are based on TSR or a
    highly correlated measure.  Objective 2: Be the supplier of choice to the markets we
    serve.
  
    The STIP is based on the annual goals for sales, productivity
    and profitability as approved by the Board. The only way to
    achieve target or higher STIP payments is to meet those goals,
    which, in turn, requires meeting the needs of customers
    throughout the period.  Objective 3: Build strong relationships with and improve the
    socioeconomic well-being of our communities.
  
    Our company has a policy of investing 1% of pre-tax earnings on
    a five-year rolling average in the communities in which we work
    and other philanthropic programs. To achieve this objective, it
    is important to sustain high earnings on a consistent basis.  Objective 4: Attract and retain talented, motivated and
    productive employees who are committed to our long-term
    goals.
  
    Target compensation for executives is competitive with the
    industry average. Executives are motivated to achieve strong
    results through opportunities to earn above target based on
    company and individual performance. The long-term performance of
    the company has been strong and the compensation plans have
    appropriately rewarded that performance with compensation above
    the industry average.
    Employees are also motivated to be promoted into roles where
    they are eligible for the full set of executive compensation
    components.  Objective 5: Achieve no harm to people and no damage to
    the environment.
  
    At our plant locations, one-half of the annual STIP payout
    depends on performance in relation to local metrics, a
    significant portion of which relates to safety and environmental
    performance. In turn, employees are strongly motivated to
    achieve the local safety and environmental goals to achieve
    target or higher STIP payments.  Managing
    Risk
     Ownership
    Mentality
   Value
    Sharing Between Shareholders and Executives
   Test
    the Outcomes
   
    For this purpose, company performance is measured as the
    composite of TSR growth, earnings per Share growth, and cash
    flow per Share growth over the prior three years.  40 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents




    Company performance is compared to that of our peer group to
    determine a performance percentile rank. The pay used in the
    analysis is the pay realized or realizable (Realized
    Pay) over that same three-year period, with Realized Pay
    being the sum of salary, actual STIP payouts, actual MTIP
    payouts over that three-year period, and the most recent
    year-end
    in-the-money
    value of equity-based awards made in the three-year period. The
    compensation is compared to that in the peer group measured on
    the same basis to determine a Realized Pay percentile rank.
    The composite company percentile rank is then compared to the
    Realized Pay percentile rank to see how well they correlate. The
    objective is to have the result fall within an alignment zone
    that is no more than one standard deviation away from perfect
    alignment of Realized Pay and company performance.  pay-for-performance
  
  CEO
    Performance and Pay
   Highlights
    of Compensation Plan Updates
   
    We amended the change in control severance agreement for our CEO
    to remove the so-called golden parachute excise tax
    gross-up
    provision and to make certain other technical changes to comply
    with Section 409A of the U.S. Internal Revenue Code.
    We amended the benefit plan formula under our Canadian
    Supplemental Retirement Income Plan (the Canadian
    Supplemental Plan) to provide for accruals at 1.5% of
    earnings rather than 2.0%, effective for service on and after
    January 1, 2011.
    We revised our perquisites program to no longer provide country
    club memberships for executives beginning in 2011.  Shareholder
    Engagement
     Succession
    Planning
   Directors
   PotashCorp 2011 Management Proxy
    Circular  41




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Compensation
    Committee Interlocks and Insider Participation
   Conclusion
           42 PotashCorp
    2011 Management Proxy Circular




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##### 



Compensation
    Discussion and Analysis      
 Section

Page No.Compensation Structure and Policies


43Compensation Principles


43Elements of Executive Compensation: Overview


43Salary


46Incentive Plan Compensation


46Short-Term Incentive Plan


46Medium-Term Incentive Plan


47Long-Term Incentives (Performance Stock
    Options)


48Post-Retirement and Termination Compensation


49Retirement Benefits


49General Severance Benefits


49Change in Control Agreements


49Policy on Recoupment of Unearned Compensation


50Compensation Consultants and Comparator Groups


50Executive Share Ownership Guidelines


51Chief Executive Officer Compensation


52    Compensation
    Structure and Policies      Compensation
    Principles 
    To emphasize performance-based compensation, for each position
    studied, we maintain total cash compensation levels (salary and
    annual short-term incentive targets) at the median (50th
    percentile) of the relevant group of comparable companies.
    We determine competitive and median levels of compensation with
    the assistance of independent compensation consultants that
    prepare analyses of external competitive compensation. Such
    analyses typically consist of (1) a group of publicly
    traded U.S. and Canadian companies with similar industry
    characteristics, revenues and market capitalization (the
    Comparator Group)
    and/or
    (2) additional executive compensation surveys of
    U.S.-based
    companies with similar industry and revenue size (the
    Additional Surveys). We refer to the Comparator
    Group and the Additional Surveys collectively as the
    Comparative Compensation Information. In 2010, we
    did not use Additional Surveys in our compensation benchmarking
    analysis. See the discussion under Compensation
    Consultants and Comparator Groups beginning on page 50.
    We provide the opportunity to achieve compensation above the
    median through medium-term and long-term incentive plans
    (performance units and stock options) if our performance exceeds
    the median performance of comparable companies. We design these
    plans, including our performance-based option plans, with
    measures (TSR and internal performance measures historically
    linked with TSR) that require company performance above the
    median, relative to other basic materials companies, to deliver
    total compensation above the median. For 2008 and the six
    preceding years, we used the TSR of the Dow Jones
    U.S. Basic Materials Index (the DJUSBMI) as a
    benchmark for determining our companys relative
    performance. In 2009, we replaced the DJUSBMI with the DAXglobal
    Agribusiness Index (the DAX Ag) as a benchmark for
    determining relative performance. We believe the companies that
    make up the DAX Ag more directly measure the performance of the
    agribusiness sector, including some of our direct competitors,
    and the global nature of our business.
    We establish the overall value of retirement and welfare
    benefits at approximately the median of comparable companies. Elements
    of Executive Compensation: Overview   PotashCorp 2011 Management Proxy
    Circular  43




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##### Table of Contents



Our CEO
    Compensation
  
  Our NEO
    Compensation
  
     Current








PerformanceCompensation


Form


Eligibility


PeriodBase salary   For
    executive officers, we set base salary targets at the median of
    the Comparative Compensation Information, adjusted to reflect
    individual performance and internal equity.


Cash


All salaried employees


AnnualShort-term incentives   We
    base STIP awards on achievement of predetermined goals for
    corporate and/or operating group performance.


Cash


All executives and most salaried staff and union and non-union
    hourly employees


1 yearMedium-term incentives   As
    of January 1, 2009, we issued units using a formula based
    on a price equal to the average closing Share price for the last
    30 trading days of
    2008.    Each
    award under the MTIP vests and is paid out at the end of the
    three-year performance period (December 31, 2011). One-half
    of the units vest based on our TSR, and one-half of the units
    vest based on our TSR relative to the TSR of the DAX Ag.


Performance
    Share Units


All executives and senior management (approximately 74
    individuals)


3 years   44 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



Current








PerformanceCompensation


Form


Eligibility


PeriodLong-term incentives
  Options granted under our POP vest based on the amount by which our cash flow return on investment exceeds the weighted average cost of capital during the three-year performance period.
  The value of vested options is based on Share price appreciation during the ten-year option period.


Performance
    Options


All executives, senior management and other selected managers
    (approximately 270 individuals)


3 year vesting10 year option termPost-Retirement and








MeasurementTermination Compensation


Form


Eligibility


PeriodRetirement BenefitsCanadian Pension Plan
  Benefits are based on the participants required contributions (up to 5.5% of earnings) and equivalent matching contributions by our company.


Cash


All Canadian salaried staff and certain union and non-union
    hourly employees


Pensionable
    service periodCanadian Supplemental Plan
  Benefits are based on 1.5% of the average of the participants three highest consecutive years earnings multiplied by years of pensionable service, minus the benefit payable due to employer contributions under the Canadian Pension Plan. Certain senior executives benefits and benefits for service prior to January 1, 2011 are calculated differently.


Cash


Selected senior executives (28 individuals)


Pensionable
    service period
    to a maximum
    of 35 yearsU.S. Pension Plan
  Benefits are based on 1.5% of the participants final average compensation, which is calculated using the highest paid 60 consecutive months of service out of the last 120 months, multiplied by years of service accrued after December 31, 1998. Participants with service accrued prior to January 1, 1999 under previous plans will have a portion of their benefit calculated pursuant to such plans.


Cash


All U.S. salaried and non-union hourly employees


Pensionable
    service period
    to a maximum
    of 35 yearsU.S. Supplemental Plan
  Benefits are intended to provide participants with the same aggregate benefits they would have received under the U.S. Pension Plan had there been no legal limitations on those benefits. Separate limits on includable compensation apply to benefits earned under this plan.


Cash


Eligible U.S. salaried and non-union hourly employees


Pensionable
    service period
    to a maximum
    of 35 yearsSeverance BenefitsGeneral severance benefits
  Two weeks of salary for each complete year of service, subject to a minimum of four weeks and a maximum of 52 weeks, are generally awarded in connection with termination without cause.


Cash


All salaried employees


Upon
    termination of
    employmentChange in control severance benefits
  Benefits are awarded in connection with involuntary termination within two years of a change of control.


Cash,
    Insurance
    and Other
    Benefits


Selected senior executives (3 individuals)


Upon
    termination of
    employment   PotashCorp 2011 Management Proxy
    Circular  45




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##### Table of Contents



Salary Purpose:  A necessary component of
    compensation to retain qualified employees.
   Incentive
    Plan Compensation   
   Short-Term
    Incentive Plan Purpose:  To develop strong corporate
    management by providing annual financial incentives to achieve
    corporate success; to attract, retain, motivate and reward
    productive employees who support corporate and operational
    goals.
      46 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



2010


2009


2008Cash Flow Return Target


13.88%



47.26%



23.20%Actual Cash Flow
    Return(1)


19.40%



12.72%



45.85%Adjusted Cash Flow Return
    Ratio(2)


1.3981



0.2692



1.9766
    (1)
    For a description of how cash flow return is calculated under
    the STIP, see Executive Compensation  Summary
    Compensation Table  Non-Equity Incentive Plan
    Compensation beginning on page 60.(2)
    Due to rounding, dividing actual cash flow return by the cash
    flow return target may not result in the exact adjusted cash
    flow return ratio. Medium-Term
    Incentive Plan Purpose:  To align the interests of our
    executive officers and shareholders; to reward executive
    officers and key employees for superior performance over a
    three-year performance period and for their continued
    contributions to our success.
            PotashCorp 2011 Management Proxy
    Circular  47




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##### Table of Contents



Long-Term
    Incentives (Performance Stock Options) Purpose:  To align the interests of our
    executive officers and shareholders; to provide incentives to
    executive officers and key employees to promote long-term
    shareholder interests.
            CFROI-to-WACC
  10-year
      48 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



CFROI-WACC to





ActualAchieve Maximum


Actual


VestingVesting


CFROI-WACC(1)


Percentage2006 POP


2.50



16.50



100%2007 POP


2.50



16.04



100%2008 POP


2.50



15.27



100%    (1)
    Actual CFROI-WACC reflects the average of the annual CFROI-WACC
    for the three years during the applicable performance period.
    For a description of how CFROI-WACC is calculated and for the
    full POP vesting schedule, see Executive
    Compensation  Grants of Plan-Based Awards 
    Option Awards on page 62.     Post-Retirement
    and Termination Compensation Retirement
    Benefits Purpose:  To supplement the income of our
    employees after their retirement.
      December 31,2010

2009Total Supplemental Plan Liability

$
40.3 million


$
34.8 million   General
    Severance Benefits Purpose:  To provide appropriate benefits
    that reflect the potential difficulty in obtaining comparable
    employment in a short period of time and provide for a complete
    separation between the terminated employee and our company.
   Change in
    Control Agreements Purpose:  Historical agreements with certain
    senior executives.
  gross-up
    PotashCorp 2011 Management Proxy
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##### Table of Contents




    a lump-sum payment of three times the executives current
    base salary and average bonus for the last three years;
    a lump-sum payment of the pro-rata target bonus for the year in
    which the termination occurs;
    immediate vesting and cash out of all outstanding MTIP awards;
    a credit of three additional years of service under the Canadian
    Supplemental Plan;
    a three-year continuation of medical, disability and group term
    life insurance, provided that these benefits terminate upon
    obtaining similar coverage from a new employer or upon
    commencement of retiree benefits; and
    financial or outplacement counseling to a maximum of Cdn$10,000.    Form 10-K
 Policy
    on Recoupment of Unearned Compensation  Compensation
    Consultants and Comparator Groups       Year
    Ended December 31,2010

2009Fees attributable to compensation consulting
    services(1)

$
403,998


$
473,872Fees attributable to other
    services(2)






Percentage of fees attributable to compensation consulting
    services


100%



100%    (1)
    Includes $30,473 and $38,434 for 2009 and 2010, respectively,
    attributable to compensation consulting services requested by
    management and approved by the Committee, including calculation
    of stock and option award expense amounts in accordance with
    Financial Accounting Standards Board Accounting Standards
    Codification Topic 718, Compensation  Stock
    Compensation.(2)
    Effective January 1, 2010, Watson Wyatt and Towers Perrin
    combined their global consulting businesses pursuant to a merger
    agreement that was adopted by each companys shareholders.
    In 2009, we entered into a contract, effective January 1,
    2010, with Towers Perrin for certain other services, including
    prescription drug benefit plan design and advice. Our
    companys retention of Towers Perrin was discussed with the
    Committee in advance. We paid $17,000 to Towers Perrin in 2009
    and $110,000 to Towers Watson in 2010 for analysis related to
    these services.  and/or
  50 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



U.S.-based
    Agrium Inc.

Monsanto CompanyAir Products and Chemicals, Inc.

The Mosaic CompanyArch Coal Inc.

Newmont Mining CorporationAshland Inc.

Peabody Energy CorporationBarrick Gold Corporation

PPG Industries, Inc.Cameco Corporation

Praxair, Inc.CF Industries Holdings, Inc.

The Valspar CorporationEastman Chemical Company

Vulcan Materials CompanyEcolab Inc.Martin Marietta Materials, Inc.    Executive
    Share Ownership Guidelines       Title

Share Ownership
    GuidelineChief Executive Officer

5 times base salaryChief Financial Officer, Chief Operating Officer, Senior Vice
    Presidents and Division Presidents

3 times base salaryDesignated Senior Vice Presidents and Vice Presidents

1 times base salary     Number of Shares

Value of Shares

Value Required to

Value Held as MultipleNamed Executive Officer

Held(1)

Held

Meet Guidelines

of SalaryWilliam J. Doyle


1,776,790.128
(2)

$
100,761,768


$
5,910,000



88.12xWayne R. Brownlee


175,504.038


$
9,952,834


$
1,632,000



18.91xG. David Delaney


121,597.968


$
6,895,821


$
1,519,764



14.07xGarth W. Moore


92,620.000


$
5,252,481


$
1,320,000



12.34xJoseph A. Podwika


29,783.715


$
1,689,034


$
1,189,188



4.40x    (1)
    The number of Shares held gives effect to the 2011 Stock Split.(2)
    Includes 59,694 Shares held in the William &
    Kathy Doyle Foundation, 355,912 Shares held in the WJ Doyle
    Revocable Trust, 692,184 Shares held in the Doyle Family
    LLC, 150,000 Shares held in the Doyle Family Stock
    Trust I, 150,000 Shares held in the Doyle Family Stock
    Trust II, 123,000 Shares held in the B. Doyle 2010
    Distribution Trust, 123,000 Shares held in the E. Doyle
    2010 Distribution Trust and 123,000 Shares held in the R.
    Doyle 2010 Distribution Trust.  PotashCorp 2011 Management Proxy
    Circular  51




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##### Table of Contents



Chief
    Executive Officer Compensation



The Committee reviews annually our CEOs salary, any awards
    under our STIP and MTIP and any grant of options under our
    option plans and makes its recommendations to the Board. With
    the assistance of Towers Watson, the Committee analyzes the
    relationship between our companys performance and our
    CEOs annual earnings. Our CEOs annual salary is
    determined primarily on the basis of his individual performance
    and our companys performance. While no mathematical
    weighting formula is used, the Committee considers all factors
    that it deems relevant, including our financial results, our TSR
    and performance relative to similar companies within our
    industry, survey compensation data obtained from our
    compensation consultants, the duties and responsibilities of our
    CEO, our CEOs individual performance relative to written
    objectives established at the beginning of each year, current
    compensation levels and the effect of significant upturns or
    downturns in our performance. Awards pursuant to the STIP and
    MTIP and under the option plans are made in accordance with the
    plans as outlined above. If minimum targets set under the STIP
    and MTIP and option plans are not met, our CEO does not receive
    compensation pursuant to those plans.



With the assistance of Towers Watson, the Committee also
    references the compensation of CEOs in the Comparative
    Compensation Information. The comparison of our CEO compensation
    to the compensation of CEOs in the Comparative Compensation
    Information incorporates many factors, including the relative
    sales and market capitalization of the companies, their
    profitability and shareholder return history, the duties of the
    CEO and any other extenuating or special circumstances. In
    general, we set our CEO cash compensation at the median of the
    applicable range.



In January 2011, the Committee and the independent members of
    the Board reviewed all of the factors mentioned above, including
    individual and company performance, for the purpose of
    determining Mr. Doyles 2011 compensation.
    Mr. Doyles 2010 performance goals and achievements
    were considered by the Committee and the independent members of
    the Board in determining his 2011 base salary and his 2010
    short-term incentive bonus award.



Although the Committee and the independent members of the Board
    did not utilize any specific weighting in analyzing
    Mr. Doyles 2010 performance goals, generally, nine
    performance goals were fully achieved and were viewed positively
    in determining Mr. Doyles compensation, and two
    performance goals were not fully achieved and were viewed
    negatively in determining Mr. Doyles compensation.



Based on the above noted factors, including
    Mr. Doyles overall performance, the Committee and the
    independent members of the Board approved a 4% increase in
    Mr. Doyles base salary from $1,136,000 for 2010 to
    $1,182,000 for 2011 and awarded Mr. Doyle a short-term
    incentive bonus award of $2,000,000 for 2010 performance.



More specific information on Mr. Doyles individual
    performance goals and achievements (and their relationship to
    our corporate goals) is provided in the following table.

52PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



n ◘ o
  CORPORATE GOAL: Create superior long-term shareholder
    value.2010 Individual Performance
    Goal


Goal Achieved


Discussion of 2010
    Performance1. Continue to drive the Potash first
    strategy by staying on top of all global opportunities while at
    the same time being open to strategic alternatives for phosphate
    and nitrogen should an attractive alternative present itself.


n


We initiated and continued to actively pursue global potash
    opportunities and strategic developments in phosphate and
    nitrogen. We kept the Board informed and engaged regarding these
    opportunities and developments.2. Meet the budget approved for 2010 including earnings
    per Share of $4.02 (pre-split) and cash flow per Share of $5.59
    (pre-split).


n


Actual 2010 earnings per Share was $5.95, 48% above our target
    of $4.02. Actual 2010 cash flow per Share was $7.76, 39% above
    our target of $5.59.3. Outperform our peer group on the DAX Ag index.


n


In 2010, our common stock outperformed the DAX Ag with an annual
    total shareholder return of approximately 43.1% compared to DAX
    Ag total shareholder return of approximately 20.6%.4. Grow the revenue base and bottom line for our company
    through strategic use of capital.


n


In 2010, we continued our potash capacity expansion projects,
    including commencement of a 45,000 tonne ammonia expansion
    project at Augusta.5. Lead managements effort to make sure it does
    its part in the pursuit of the best possible corporate
    governance for our company.


n


We believe excellence in corporate governance continues to
    center on transparency and accountability. In this regard, and
    in particular given the events of 2010, Mr. Doyle personally
    engaged numerous stakeholders, including shareholders, the
    analyst community, media and employees in personal meetings and
    conference calls. During the pendency of the BHP Offer, Mr.
    Doyle was fully engaged in this task on a daily basis.In addition, Mr. Doyle supported the Boards decision to
    voluntarily adopt a Say on Pay policy in 2010
    granting shareholders the right to cast an advisory vote on our
    companys approach to executive compensation for the first
    time. Mr. Doyle also supported and participated in the
    companys shareholder engagement initiatives. These
    initiatives were specifically recognized by the CCGG, which
    awarded PotashCorp the 2010 Golden Gavel for Shareholder
    Engagement.Our commitment to excellence in corporate governance was
    recognized by external monitors, including The Globe and Mail,
    which ranked PotashCorp first out of 187 Canadian companies in
    its 2010 corporate governance rankings. The Canadian Institute
    of Chartered Accountants recognized the quality of our corporate
    reporting and disclosure practices with four awards, including
    the top overall award in the mining sector, as well as
    recognition for financial reporting, sustainability reporting
    and electronic disclosure.  PotashCorp 2011 Management Proxy
    Circular  53




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##### Table of Contents



CORPORATE GOAL: Be the supplier of choice to the markets we
    serve.2010 Individual Performance
    Goal


Goal Achieved


Discussion of 2010
    Performance1. Outperform competitors on quality and service as
    measured by customer surveys.


n


We monitored customer satisfaction through surveys of selected
    top customers specific to each of our nutrient and market
    channels.  The customers were given the opportunity to grade our
    companys service and product offerings, fulfillment and
    delivery processes, and to compare and rank our company in these
    categories against our competitors.  PotashCorp consistently
    rated significantly higher than our peers in all measured
    categories and across all nutrients and market channels.2. Find new ways to make it easier for our customers to
    do business with us.


n


Seven important customer initiatives were introduced or continued in 2010:(1)  continue to improve our North American and international transportation and distribution system by: (a) securing long-term agreements with transportation partners to create a more dependable delivery system, (b) diversifying carriers and routes in key transportation gateways to mitigate risks, (c) upgrading existing rail fleet to reduce the average age of the fleet and increase car capacity and reliability, (d) upgrading systems to improve scheduling and availability of the fleet and (e) upgrading systems to measure carrier performance;(2)  enhance raw material transportation flexibility to improve
    finished product availability for our customers;(3)  collaborate with customers in developing strategies to
    optimize their supply chain and reduce seasonality in their
    businesses;(4)  partner with customers to discuss and share information to
    ensure the highest levels of product quality, reliability and
    service;(5)  expand the delivery of market analysis reports, targeting
    the issues and trends most important to our fertilizer, feed and
    industrial customers and their customers when requested;(6)  supplement our Safe Feed/Safe Food certification by
    voluntarily implementing enhanced risk analyses and control
    tools for assessing and restricting contaminants, demonstrating
    our pledge to food safety and enhancing consumer confidence in
    the products we provide; and(7) utilize information technology to enhance and streamline our
    customers ability to forecast and monitor the sourcing,
    procurement and delivery of our products to their end-use
    locations.  54 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



CORPORATE GOAL: Build strong relationships with and improve
    the socioeconomic well-being of our communities.2010 Individual Performance
    Goal


Goal Achieved


Discussion of 2010
    PerformanceProvide leadership for our company with the investment
    community, within our industry and in the communities in which
    our people work and reside.


◘


We surveyed 100 leaders in five communities where we have
    significant operations and asked them to rate our company on a
    scale of one to five (five being the highest) in areas related
    to the perception of our community involvement, business
    practices and economic issues.  The average score over all five
    communities was 4.2, which was in the top quartile.Due to the timing of the BHP Offer, our annual investor survey,
    which was scheduled to begin in August 2010, was not completed.While the BHP Offer was pending however, our investor outreach
    approach changed to accommodate the circumstances of the offer,
    and we focused on meeting with our 50 largest shareholders.  Our
    approach focused primarily on one-on-one in-office meetings.
    Throughout 2010, we had a total of 557 meetings with investors,
    including 151 one-on-one meetings at investors offices.We declined to participate in investor conferences during the
    pendency of the BHP Offer.  As a result, we participated in six
    investor conferences in 2010, compared to nine conferences in
    2009.Mr. Doyle continued to serve on the boards of key industry
    groups, including serving as Chairman of the Nutrients for Life
    Foundation, Senior Vice-President of the International
    Fertilizer Industry Association and a member of the boards of
    The Fertilizer Institute and International Plant Nutrition
    Institute.In addition, Mr. Doyle delivered a keynote speech at the
    University of Saskatchewan in honor of PotashCorps
    multi-year support.CORPORATE GOAL: Attract and retain talented, motivated and
    productive employees who are committed to our long-term
    goals.2010 Individual Performance
    Goal


Goal Achieved


Discussion of 2010
    PerformanceShow measurable success in leadership development and
    succession planning for our employees in the year ahead.


n


With 93.8% of open senior staff positions filled with internal
    candidates, we exceeded our 2010 goal of 75%. Several
    executive-level vacancies were filled with well-qualified
    employees identified through our succession planning process.The leadership core competencies established in 2009 formed the
    basis for new leadership training and performance management
    initiatives across our company. The competencies have been
    incorporated into employee assessment and performance
    evaluations. Each of our plant sites in Canada, the US and
    Trinidad have identified employee-led leadership development
    teams, initiated leadership training and implemented the
    leadership core competencies as the foundation of their training.Following a thorough evaluation process that involved training,
    IT and HR representatives from throughout our company, we
    selected a training software package that will form the basis
    for creating, managing and tracking company-wide compliance
    training and eventually replace other existing training
    platforms, spreadsheets and databases currently in use at our
    sites.  PotashCorp 2011 Management Proxy
    Circular  55




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##### Table of Contents



CORPORATE GOAL: Achieve no harm to people and no damage to
    the environment.2010 Individual Performance
    Goal


Goal Achieved


Discussion of 2010
    Performance1. Meet measurable safety index targets, with the
    emphasis on reducing serious injuries so PotashCorp can achieve
    its goal of providing the safest work environment for its
    employees.


n


With a continued emphasis on the personalization of safety at
    all levels in our organization, performance improvement
    continued in 2010.  New record lows were established for our
    employees in the recordable injury rate, which declined 16%
    compared to 2009, and the lost time injury rate, which declined
    35% compared to 2009. Contractor recordable injury rate and lost
    time injury rate decreased by 24% and 61%, respectively,
    compared to 2009. In 2009, we established a three-year target to
    reduce our total site injury severity rate by 25% by the end of
    2011. This target was achieved in 2009, and in 2010, we
    established a new three-year target to reduce our total site
    injury severity rate by an additional 10% by the end of 2012.
    In 2010, we achieved a 62% reduction in the total site injury
    severity rate since 2008 and are on track to meet our 35% target
    by the end of 2012.  No fatalities or life-altering injuries
    occurred in 2010.2. Improve the environmental commitment and performance
    across PotashCorp operations to positively impact the climate,
    our use of natural resources, and our environmental
    stewardship.


◘


In 2010, our goal of reducing total environmental incidents by
    30% from 2009 levels was not fully achieved. We achieved a 9%
    reduction.  In the United States, the number of permit
    violations declined 29%, but reportable releases increased 17%.
    Spills in our potash segment decreased by 11% compared to 2009.
    We are in the process of remediation related to the December
    2009 sinkhole at White Springs in one of the Swift Creek gyp
    stacks, and expect the remediation process to be completed by
    the end of March 2011.  In 2010, we began data collection on
    waste and water use and plan to continue data collection in
    2011, which will help us to establish 2012 targets.   56 PotashCorp
    2011 Management Proxy Circular




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##### 



Executive
    Compensation     
 Section

Page No.Summary Compensation Table


58Salary and Bonus


60Stock Awards


60Option Awards


60Non-Equity Incentive Plan Compensation


60Total Compensation


61Employment Agreements


61Grants of Plan-Based Awards


61Option Awards


62Outstanding Equity Awards at Fiscal Year-End


62Outstanding Stock Options


64Option Exercises and Stock Vested


64Pension Benefits


64Pension Plans


65Estimated Termination Payments and Benefits


66Payments Made Upon Involuntary Termination or
    Termination Without Cause


67Payments Made Upon Termination Following a Change
    in Control


67Payments Made Upon Death or Disability


68Payments Made Upon Retirement


68      PotashCorp 2011 Management Proxy
    Circular  57




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##### Table of Contents



Summary
    Compensation Table (1)
    Change inPension andNon-Equity


NonqualifiedIncentive


DeferredStock


Option


Plan


Compensation


All OtherName and





Salary


Bonus


Awards(2)


Awards(3)


Compensation(4)


Earnings(5)


Compensation(6)


TotalPrincipal Position


Year


($)


($)


($)


($)


($)


($)


($)


($)William J. Doyle



2010




1,136,000














3,604,336




2,000,000




4,340,420




184,217




11,264,973President and Chief



2009




1,092,000









1,693,628




4,932,350









1,744,700




217,712




9,680,390Executive Officer



2008




1,092,000














6,508,418




2,075,000




4,173,645




257,984




14,107,047Wayne R. Brownlee



2010




514,176














959,826




800,000




1,826,248




36,925




4,137,175Executive Vice



2009




494,400









492,924




1,279,394









627,363




43,856




2,937,937President, Treasurer and



2008




494,400














1,802,292




692,000




2,238,102




43,693




5,270,487Chief Financial OfficerG. David Delaney



2010




450,440









65,184




479,300




600,000




221,115




27,664




1,843,703Executive Vice



2009




409,500









362,954




664,795









391,750




21,241




1,850,240President and Chief



2008




399,750














871,498




450,000




23,287




33,554




1,778,089Operating OfficerGarth W. Moore



2010




418,200














477,525




413,000




626,683




32,646




1,968,054President, PCS



2009




402,100









356,336




639,697









257,300




36,086




1,691,519Potash



2008




402,100














895,431




400,000




1,908,179




42,510




3,648,220Joseph A. Podwika



2010




377,520














479,300




450,000




139,996




14,539




1,461,355Senior Vice



2009




363,000









321,710




664,795









141,878




19,622




1,511,005President, General



2008




315,000









243,474
(7)



871,498




375,000




79,155




17,030




1,901,157Counsel and Secretary    (1)
    
    Those amounts that were paid in
    Canadian dollars have been converted to United States dollars
    using the average exchange rate for the month prior to the date
    of payment.(2)
    
    Reports the grant date fair value,
    as calculated in accordance with Financial Accounting Standards
    Board Accounting Standards Codification Topic 718,
    Compensation  Stock Compensation, or FASB
    ASC Topic 718, of performance share units granted pursuant to
    our MTIP in effect for the three-year performance period
    January 1, 2009 to December 31, 2011. See
    Compensation Discussion and Analysis  Incentive
    Plan Compensation  Medium-Term Incentive Plan
    beginning on page 47. For the FASB ASC Topic 718 calculations,
    the value of the performance share units was estimated using a
    Monte Carlo valuation model with the following assumptions:  Correlation Between ourRisk-Free Interest



Common Share Price and

Volatility of Our CommonYear

Rate

Dividend Yield

DAX Ag

Share Price

Volatility of the DAX Ag2009



0.95%



0.46%



0.836



58.9%



34.7%2010



0.33%



0.46%



0.860



64.3%



37.9%
    Based on the maximum allowable
    payout value of the MTIP awards of $64.94 in accordance with the
    plan, if maximum performance is achieved under the plan for the
    three-year performance period ending December 31, 2011, the
    awards would have the following values: Mr. Doyle,
    $10,319,810; Mr. Brownlee, $3,003,540; Mr. Delaney,
    $2,548,830; Mr. Moore, $2,171,269; Mr. Podwika,
    $1,960,279.(3)
    
    Reports the grant date fair value,
    as calculated in accordance with FASB ASC Topic 718, of options
    granted pursuant to the 2010 POP, 2009 POP and the 2008 POP,
    respectively. The amounts reported assume that all option grants
    vest at 100%. See Compensation Discussion and
    Analysis  Incentive Plan Compensation 
    Long-Term Incentives (Performance Stock Options) beginning
    on page 48. For a discussion of the assumptions made in the
    valuation of the awards, see Notes 24 and 31 to our consolidated
    financial statements for the fiscal year ended December 31,
    2010, Notes 25 and 31 to our consolidated financial
    statements for the fiscal year ended December 31, 2009 and
    Notes 27 and 33 to our consolidated financial statements
    for the fiscal year ended December 31, 2008.(4)
    
    Reports amounts awarded pursuant to
    our STIP for 2010, 2009 and 2008 performance, which amounts were
    paid in 2011, 2010 and 2009, respectively. See
    Compensation Discussion and Analysis  Incentive
    Plan Compensation  Short-Term Incentive Plan
    beginning on page 46.  58 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



(5)
    
    Reports the aggregate annual change
    in the actuarial present value of each Named Executive
    Officers accumulated benefit under the Canadian
    Supplemental Plan, the U.S. Pension Plan and the U.S.
    Supplemental Plan, as set forth in the below table.  William J. Doyle



Wayne R. Brownlee



G. David Delaney



Garth W. Moore



Joseph A. Podwika2010



$
4,340,420



$
1,826,248








$
626,683




Canadian Supplemental Plan



2009




1,744,700




627,363









257,300




2008




4,173,645




2,238,102









1,908,179




2010













$
110,466








$
64,567U.S. Pension Plan



2009














172,926









42,3622008














(13,894
)








32,9492010













$
110,649








$
75,429U.S. Supplemental Plan



2009














218,824









99,5162008














37,181









46,2062010



$
4,340,420



$
1,826,248



$
221,115



$
626,683



$
139,996Total



2009




1,744,700




627,363




391,750




257,300




141,8782008




4,173,645




2,238,102




23,287




1,908,179




79,155
    (6)
    
    The following table sets forth the
    amounts attributable to each of the compensation items included
    in All Other Compensation for each Named Executive
    Officer.  William J. Doyle



Wayne R. Brownlee



G. David Delaney



Garth W. Moore



Joseph A. Podwika2010



$
10,704



$
10,802








$
10,826




Company Contributions to Canadian Pension Plan



2009




8,937




8,556









8,875




2008




10,427




10,446









10,447




2010




50,460




22,841



$
13,493
(a)



18,578



$
12,795
(b)Company Contributions to Savings Plan or 401(k) Plan



2009




65,520




29,664




19,343
(a)



24,126




16,800
(b)2008




65,044




29,780




18,150
(a)



23,996




14,340
(b)2010




7,823




3,282




2,294




3,242




1,744Life Insurance Premiums Paid for the Benefit of NEO



2009




8,454




2,842




1,898




2,893




1,5422008




9,977




3,280




1,736




3,351




1,1642010




10,000



















Medical Insurance Premiums Paid on Behalf of NEO



2009




10,000



















2008




20,624



















2010




13,509



















Tax
    Gross-ups
    for Taxable Benefits



2009




19,547




2,794









192




1,2802008




36,093




187




798




4,716




1,5262010




91,721









11,877









Perquisites(c)



2009




105,254



















2008




115,819









12,870









2010



$
184,217



$
36,925



$
27,664



$
32,646



$
14,539Total



2009




217,712




43,856




21,241




36,086




19,6222008




257,984




43,693




33,554




42,510




17,030
    (a)
    
    For 2010, includes $11,025in contributions to the 401(k) Plan on behalf of
    Mr. Delaney and $2,468 that exceeds the 401(k) Plan
    statutory limit and is therefore immediately taxable and paid to
    Mr. Delaney in cash. For 2009, includes $14,250 in
    contributions to the 401(k) Plan on behalf of Mr. Delaney
    and $5,093 that exceeds the 401(k) Plan statutory limit and is
    therefore immediately taxable and paid to Mr. Delaney in
    cash. For 2008, includes $13,650 in contributions to the 401(k)
    Plan on behalf of Mr. Delaney and $4,500 that exceeds the
    401(k) Plan statutory limit and is therefore immediately taxable
    and paid to Mr. Delaney in cash.(b)
    
    For 2010, includes $11,025 in
    contributions to the 401(k) Plan on behalf of Mr. Podwika
    and $1,770 that exceeds the 401(k) Plan statutory limit and is
    therefore immediately taxable and paid to Mr. Podwika in
    cash. For 2009, includes $14,250 in contributions to the 401(k)
    Plan on behalf of Mr. Podwika and $2,550 that exceeds the
    401(k) Plan statutory limit and is therefore immediately taxable
    and paid to Mr. Podwika in cash. For 2008, includes $13,650
    in contributions to the 401(k) Plan on behalf of
    Mr. Podwika and $690 that exceeds the 401(k) Plan statutory
    limit and is therefore immediately taxable and paid to
    Mr. Podwika in cash.(c)
    
    Perquisites include, for
    Mr. Doyle, country club memberships, tax planning services,
    spousal/family travel benefits (while accompanying the executive
    on company business) and parking; and for Mr. Delaney,
    country club memberships and spousal travel benefits (while
    accompanying the executive on company business). We revised our
    perquisites program to no longer provide country club
    memberships for executives beginning in 2011. The aggregate
    incremental cost of the tax planning services paid for the
    benefit of Mr. Doyle was $47,899 in 2010, $52,063 in 2009
    and $38,222 in 2008. The aggregate incremental cost of
    spousal/family travel benefits paid for the benefit of
    Mr. Doyle was $20,691 in 2010, $27,585 in 2009 and $51,407
    in 2008.  (7)
    
    Reports the grant date fair value,
    as calculated in accordance with FASB ASC Topic 718, of
    performance share units granted to Mr. Podwika in 2008 pursuant
    to our MTIP in effect for the three-year performance period
    January 1, 2006 to December 31, 2008. For the FASB ASC
    Topic 718 calculations, the value of the performance share
    units was estimated using a Monte Carlo valuation model with the
    following assumptions:  Correlation Between ourRisk-Free Interest



Common Share Price and

Volatility of Our CommonRate

Dividend Yield

DJUSBMI

Share Price

Volatility of the DJUSBMI3.18%

0.90%

0.680

43.6%

22.6%
   PotashCorp 2011 Management Proxy
    Circular  59




---



##### Table of Contents



Salary and
    Bonus  Stock
    Awards     TSR Vesting ScheduleVestingTSR


Percentage5% or less



0%25%



50%50%



100%60%



125%75% or more



150%    Relative TSR Vesting ScheduleTSR as % of


VestingDAX Ag TSR


PercentageLess than 100%



0%100%



50%130%



100%145% or more



150%    30-day
 Option
    Awards  Non-Equity
    Incentive Plan Compensation     MaximumAward


Award


AwardPercentage


Percentage


PercentageWhen ACFR


When ACFR is


(ACFRis Less


Equal to or


GreaterOfficers


Than 1


Greater Than 1


Than 1.5)Tier 1: Corporate President, CEO


100% multiplied
    by ACFR


(200% multiplied by 
    ACFR) minus 100%



200
%Tier 2: Executive Level 7 (Executive VP and COO,
    Executive VP and CFO)


70% multiplied
    by ACFR


(140% multiplied by 
    ACFR) minus 70%



140
%Tier 3: Executive Level 6 (Senior VP Admin.,
    Subsidiary Presidents)


55% multiplied
    by ACFR


(110% multiplied by 
    ACFR) minus 55%



110
%    60 PotashCorp
    2011 Management Proxy Circular




---



##### Table of Contents



Form 10-Q
 Total
    Compensation   AggregateTotal



TotalCompensation



Compensationof Chief



of NamedExecutive

% of Net

Executive

% of NetNet Income

Officer

Income

Officers

Income2010

$
1,806.2 million


$
11.3 million



0.6
%

$
20.7 million



1.1%2009

$
980.7 million


$
9.7 million



1.0
%

$
17.7 million



1.8%2008

$
3,465.9 million


$
14.1 million



0.4
%

$
26.7 million



0.8%  Employment
    Agreements   Grants
    of Plan-Based Awards   Estimated Possible Payouts Under

Estimated Future Payouts UnderNon-Equity Incentive Plan
    Awards(1)

Equity Incentive Plan AwardsGrant DateExercise or

Fair ValueBase Price

of Stockof Option

and OptionGrant

Threshold

Target

Maximum

Threshold

Target

Maximum

Awards(2)

AwardsName

Date

($)

($)

($)

(#)

(#)

(#)

($/Sh)

($)William J. DoyleSTIP






568,000



1,136,000



2,272,000POP


5/6/2010















0



225,600



225,600



34.05



3,604,336Wayne R. BrownleeSTIP






180,000



360,000



720,000POP


5/6/2010















0



60,300



60,300


Cdn$
35.00



959,826G. David DelaneySTIP






166,000



332,000



664,000POP


5/6/2010















0



30,000



30,000



34.05



479,300MTIP


7/1/2010



















3,462



5,193







65,184Garth W. MooreSTIP






115,000



230,000



460,000POP


5/6/2010















0



30,000



30,000


Cdn$
35.00



477,525Joseph A. PodwikaSTIP






104,000



208,000



416,000POP


5/6/2010















0



30,000



30,000



34.05



479,300   (1)
    
    The amounts in the columns under
    Estimated Possible Payouts Under Non-Equity Incentive Plan
    Awards set forth the threshold, target and maximum values
    of the 2010 STIP awards based on respective cash flow returns of
    50%, 100% and 150% of target cash flow return for 2010, subject
    to adjustment (±30%) based on individual performance. The
    actual amount of each Named Executive Officers 2010 STIP
    award is set forth in the Non-Equity Incentive Plan
    Compensation column of the Summary Compensation Table on
    page 58.(2)
    
    Pursuant to the terms of the plan,
    options under the 2010 POP were granted with an exercise price
    equal to the closing market price per Share on the NYSE for
    Mr. Doyle, Mr. Delaney and Mr. Podwikaand
    on the TSX for Mr. Brownlee and Mr. Moore, in each
    case on the trading day prior to the grant date, as adjusted to
    give effect to the 2011 Stock Split. As is our practice, options
    under the 2010 POP were granted following shareholder approval
    of the plan at the 2010 Annual Meeting on May 6, 2010.  PotashCorp 2011 Management Proxy
    Circular  61




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##### Table of Contents



Option
    Awards 10-year
    Form 8-K Form 10-Q Form 10-Q
    Vesting Schedule3 Year Average ofCFROI Minus WACC

Vesting PercentageLess than 0%

0%0.20%

30%1.20%

70%2.20%

90%2.50%

100%    Outstanding
    Equity Awards at Fiscal Year-End   62 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



Option Awards

Stock AwardsEquity IncentiveEquity Incentive

Plan Awards:Equity Incentive





Plan Awards:

Market orPlan Awards:





Number of

Payout Value ofNumber of

Number of

Number of





Unearned

UnearnedSecurities

Securities

Securities





Shares,

Shares, Units orUnderlying

Underlying

Underlying





Units or Other

OtherUnexercised

Unexercised

Unexercised

Option

Option

Rights That

Rights ThatOptions

Options

Unearned

Exercise

Expiration

Have Not

Have NotName

Exercisable(1)

Unexercisable

Options(2)

Price

Date

Vested(3)

Vested(4)William J. Doyle


1,134,504










$3.50

11/21/20111,260,000










$3.67

11/20/20121,012,608










$4.39

11/20/20132,025,000










$9.80

5/5/20151,350,000










$11.22

5/4/2016

158,913

$10,319,8101,008,000










$20.91

5/3/2017263,250
(5)









$66.26

5/8/2018345,000


$32.01

5/7/2019225,600


$34.05

5/6/2020Wayne R. Brownlee


540,000










Cdn$5.55

11/20/2011540,000










Cdn$5.81

11/20/2012433,980










Cdn$5.72

11/20/2013585,000










Cdn$12.21

5/5/2015450,000










Cdn$12.42

5/4/2016

46,251

$3,003,540270,000










Cdn$23.16

5/3/201770,950
(5)









Cdn$66.57

5/8/201893,000


Cdn$37.32

5/7/201960,300


Cdn$35.00

5/6/2020G. David Delaney


150,000










$9.80

5/5/2015216,000










$11.22

5/4/2016140,400










$20.91

5/3/2017

39,249

$2,548,83035,250
(5)









$66.26

5/8/201846,500


$32.01

5/7/201930,000


$34.05

5/6/2020Garth W. Moore


58,980










Cdn$5.72

11/20/2013

33,435

$2,171,269315,000










Cdn$12.21

5/5/2015216,000










Cdn$12.42

5/4/2016140,400










Cdn$23.16

5/3/201735,250
(5)









Cdn$66.57

5/8/201846,500


Cdn$37.32

5/7/201930,000


Cdn$35.00

5/6/2020Joseph A. Podwika


5,280










$4.39

11/20/2013

30,186

$1,960,279108,000










$9.80

5/5/201594,500










$11.22

5/4/201660,300










$20.91

5/3/201735,250
(5)









$66.26

5/8/201846,500


$32.01

5/7/201930,000


$34.05

5/6/2020   (1)
    
    As of December 31, 2010, the
    aggregate before tax value of unexercised options that are
    currently exercisable held by each Named Executive Officer was
    as follows: Mr. Doyle, $339,798,440; Mr. Brownlee,
    $115,292,744; Mr. Delaney, $20,226,650; Mr. Moore,
    $27,282,781; and Mr. Podwika, $11,354,041. The aggregate
    value of unexercised options held by Mr. Brownlee and
    Mr. Moore was converted to U.S. dollars using the average
    Canadian exchange rate of 1.0301 for fiscal year 2010.(2)
    
    The outstanding equity incentive
    plan awards reported in the Equity Incentive Plan Awards:
    Number of Securities Underlying Unexercised Unearned
    Options column represent unearned options pursuant to our
    2009 POP and 2010 POP. Options granted pursuant to the 2009 POP
    vest at the end of the performance period ending
    December 31, 2011, and options granted pursuant to the 2010
    POP vest at the end of the performance period ending
    December 31, 2012. The reported number of Shares underlying
    the options is based on achievement of the plans maximum
    performance levels.(3)
    
    The outstanding equity incentive
    plan awards reported in the Equity Incentive Plan Awards:
    Number of Unearned Shares, Units or Other Rights That Have Not
    Vested column represent outstanding awards pursuant to our
    MTIP, which vest at the end of the performance period ending
    December 31, 2011. The reported number of units is based on
    achievement of the plans maximum performance level.(4)
    
    Based on the maximum allowable
    payout value of the MTIP awards of $64.94in accordance
    with the plan. The average closing price of our Shares on the
    NYSE for the last 30 trading days of 2010 was $47.56, as
    adjusted to give effect to the 2011 Stock Split.(5)
    
    Reports options granted under the
    2008 POP that vested at the end of the performance period ending
    December 31, 2010. The before tax value of such vested
    options held by each Named Executive Officer, as of
    December 31, 2010, was $0 for each Named Executive Officer.
    The aggregate value of vested options held by Mr. Brownlee
    and Mr. Moore was converted to U.S. dollars using the
    average Canadian exchange rate of 1.0301 for fiscal year 2010.  PotashCorp 2011 Management Proxy
    Circular  63




---



##### Table of Contents



Outstanding
    Stock Options   
 Option
    Exercises and Stock Vested   Option Awards

Stock AwardsValue

Number of

ValueNumber of Shares

Realized

Shares

RealizedAcquired on

Upon

Acquired on

UponExercise(1)(2)

Exercise

Vesting

VestingName

(#)

($)

(#)

($)William J. Doyle

1,085,496

38,544,376



Wayne R. Brownlee







G. David Delaney

45,000

1,420,155



Garth W. Moore

60,000

2,577,208



Joseph A. Podwika







   (1)
    
    The number of Shares acquired on
    exercise of stock options have been adjusted to give effect to
    the 2011 Stock Split.(2)
    
    The number of Shares retained by
    each Named Executive Officer following exercise of the options
    is as follows: Mr. Doyle, 372,300. Pension
    Benefits   Number of Years

Present Value of

Payments During LastCredited Service

Accumulated
    Benefit(1)

Fiscal YearName

Plan Name

(#)

($)

($)William J. Doyle

Canadian Supplemental Plan

23.67

20,902,728

Wayne R. Brownlee

Canadian Supplemental Plan

33.67(2)

7,485,234

G. David Delaney

U.S. Pension Plan

27.67

494,134

U.S. Supplemental Plan

13.83(3)

509,861Garth W. Moore

Canadian Supplemental Plan

28.58

5,228,213

Joseph A. Podwika

U.S. Pension Plan

13.67

233,858

U.S. Supplemental Plan

13.67

233,282   64 PotashCorp
    2011 Management Proxy Circular




---



##### Table of Contents



(1)
    
    The present value of accumulated
    benefit assumes retirement at the earliest age that does not
    require a reduction in benefits. For the Canadian Supplemental
    Plan, such age is 62. For the U.S. Pension Plan and U.S.
    Supplemental Plan, such age is 65 or age 62 with
    20 years of service.(2)
    
    Mr. Brownlees years of
    credited service includes 11.6 years of service, from May
    1977 to December 1988, with the government of Saskatchewan prior
    to the privatization of our company in 1989 and 22.1 years
    of service, from December 1988 to the present, with our company
    and our predecessors.(3)
    
    The difference in
    Mr. Delaneys years of credited service under the U.S.
    Pension Plan and the U.S. Supplemental Plan relate to the
    plans differing treatment of Mr. Delaneys years
    of credited service under the Nitrogen Pension Plan, a
    predecessor to the U.S. Pension Plan.    Interest Rate

5.55% per annumRetirement Age

Age 62Mortality Rates

1994 Unisex Pensioner Mortality Table    Accrued Obligation/








Accrued Obligation/Accumulated Value


Compensatory


Non-Compensatory


Accumulated Valueat Start of Year


Changes


Changes


at End of YearName

Plan Name

($)


($)


($)


($)William J. Doyle

Canadian Pension Plan


181,326



10,704



34,352



226,382Canadian Supplemental Plan


16,562,308



2,111,551



2,228,869



20,902,728Savings
    Plan(1)


1,278,227



50,460



305,162



1,633,848Wayne R. Brownlee

Canadian Pension Plan


640,954



10,802



112,282



764,038Canadian Supplemental Plan


5,658,986



861,778



964,470



7,485,234Savings Plan


257,527



22,841



101,599



381,968G. David Delaney

U.S. Pension Plan


383,668



34,286



76,180



494,134U.S. Supplemental Plan


399,212



31,383



79,266



509,861401(k) Plan


1,024,998



14,700



1,331,525



2,371,223Garth W. Moore

Canadian Pension Plan


591,986



10,826



98,791



701,604Canadian Supplemental Plan


4,601,530



422,727



203,956



5,228,213Savings Plan


255,268



18,578



53,387



327,233Joseph A. Podwika

U.S. Pension Plan


169,291



29,605



34,962



233,858U.S. Supplemental Plan


157,853



31,687



43,742



233,282401(k) Plan


349,150



14,700



158,909



522,759   (1)
    
    Includes the value of
    Mr. Doyles 401(k) Plan account, which is attributable
    to his prior service as President of PCS Sales. Pension
    Plans   PotashCorp 2011 Management Proxy
    Circular  65




---



##### Table of Contents



Estimated
    Termination Payments and Benefits   66 PotashCorp
    2011 Management Proxy Circular




---



##### Table of Contents



William J.


Wayne R.


G. David


Garth W.


Joseph A.Doyle


Brownlee


Delaney


Moore


Podwika($)


($)


($)


($)


($)Involuntary Termination/Termination Without Cause


3,818,598



2,263,011



1,155,350



1,019,569



721,646Salary/Severance


1,035,652



514,176



475,000



440,000



198,396MTIP


2,754,629



801,724



680,350



579,569



523,250Supplemental
    Plan(1)(2)






947,111











Executive Health & Welfare Benefits


28,317















Termination Following Change in Control


24,963,919



7,769,741



2,593,495



4,691,937



2,159,791Salary/Severance


7,483,000



3,034,528



475,000



2,153,000



198,396MTIP


4,131,943



1,202,586



680,350



869,353



523,250Stock Options
    (Accelerated)(3)


10,723,138



2,323,792



1,438,145



1,159,411



1,438,145Supplemental
    Plan(1)(2)


2,551,743



1,208,835







510,173



Executive Health & Welfare Benefits


74,095















Tax Gross-up


















Death or Disability


2,754,629



801,724



680,350



579,569



523,250MTIP


2,754,629



801,724



680,350



579,569



523,250Retirement


13,477,767



4,059,617



2,118,495



1,732,488



1,961,395MTIP


2,754,629



801,724



680,350



579,569



523,250Stock Options (36 Month Continued
    Vesting)(3)


10,723,138



2,310,782



1,438,145



1,152,919



1,438,145Supplemental
    Plan(1)(2)






947,111











   (1)
    
    Supplemental Plan refers to the
    Canadian Supplemental Plan for Mr. Doyle, Mr. Brownlee
    and Mr. Moore and to the U.S. Supplemental Plan for
    Mr. Delaney and Mr. Podwika. The Supplemental Plan
    benefits set forth for each Named Executive Officer reflect the
    incremental value of benefits for each termination event that
    exceeds the present value of benefits set forth in the
    Pension Benefits table on page 64.(2)
    
    As of December 31, 2010,
    Mr. Delaney was age 49 and ineligible to receive
    benefits under the U.S. Supplemental Plan. No benefits are
    payable if the participant is not at least age 55 at
    termination.(3)
    
    The aggregate value of
    Mr. Brownlees and Mr. Moores stock options
    was converted to U.S. dollars using the December 31, 2010
    Canadian exchange rate of 0.9946. Payments Made
    Upon Involuntary Termination or Termination Without
    Cause  Payments Made
    Upon Termination Following a Change in Control   PotashCorp 2011 Management Proxy
    Circular  67




---



##### Table of Contents



Payments Made
    Upon Death or Disability     Payments Made
    Upon Retirement     William J. Doyle

Wayne R. Brownlee

G. David Delaney

Garth W. Moore

Joseph A. Podwika($)

($)

($)

($)

($)Year End

Age 65

Year End

Age 65

Year End

Age 65

Year End

Age 65

Year End

Age 65Canadian/
    U.S. Pension

Annual

1,419,847

1,626,464

580,897

826,572

109,933

612,127

413,053

484,744

50,230

438,399Plan

Aggregate

21,129,110

22,012,988

9,196,383

11,187,041

1,212,025

7,241,830

5,929,817

6,560,652

203,250

5,315,445Savings/

Annual

63,717

108,750

24,127

57,539

215,075

295,612

22,794

31,296

52,032

81,275401(k) Plan

Aggregate

948,193

1,471,845

381,968

778,754

2,371,223

3,584,201

327,233

423,566

522,759

985,427Total

Annual

1,483,564

1,735,214

605,024

884,111

325,008

907,739

435,847

516,040

102,262

519,674Aggregate

22,077,303

23,484,833

9,578,351

11,965,795

3,583,248

10,826,031

6,257,050

6,984,218

726,009

6,300,872   68 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



Performance
    Graphs
 ®
  
  Dec-05

Dec-06

Dec-07

Dec-08

Dec-09

Dec-10PotashCorp-NYSE Listing

$
100


$
180


$
544


$
278


$
413


$
592Self-Selected Peer Group

$
100


$
149


$
465


$
205


$
365


$
492S&P
    500®

$
100


$
116


$
122


$
77


$
97


$
112DAX Global Agribusiness

$
100


$
137


$
258


$
139


$
203


$
249   ©
 ©
  Self-selected peer group consists of:

SymbolAgrium Inc.*


AGUCF Industries, Inc.


CFIntrepid Potash


IPIMosaic Co (formerly IMC Global Inc)


MOSTerra Industries, Inc.


TRAYara International ASA


YAR NOIsrael Chemicals Limited


CHIM ITSociedad Quimica Y Minera de Chile S.A.


SQM/B CIK + S AG


SDF/GRArab Potash Company


APOT JRUralkali


URKA RU   * TSX Listing
  PotashCorp 2011 Management Proxy
    Circular  69




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##### Table of Contents



Potash Corporationof SaskatchewanInc.


S&P/TSX CompositeTSX Listing


IndexDec-05


100



100Dec-06


180



117Dec-07


467



129Dec-08


292



86Dec-09


375



117Dec-10


508



137
  
  Dec-05


Dec-06


Dec-07


Dec-08


Dec-09


Dec-10PotashCorp-TSX Listing

$
100


$
180


$
467


$
292


$
375


$
508S&P 500

$
100


$
116


$
122


$
77


$
97


$
112S&P/TSX Composite Index

$
100


$
117


$
129


$
86


$
117


$
137   Copyright©

    2011 S&P, a division of The McGraw-Hill Companies Inc. All
    rights reserved.
  70 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



PotashCorp 2011 Management Proxy
    Circular  71




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##### Table of Contents



Ownership
    of Shares
     PercentageNumber of Shares



ofNumber of



Beneficially



OutstandingName


Shares Held



Owned(1)(2)(3)(4)



SharesWilliam J. Doyle,



1,776,790
(5)



9,380,152
(5)



1.09
%Director, President and Chief Executive OfficerWayne R. Brownlee,



175,504




3,065,434




0.35
%Executive Vice President, Treasurer and Chief Financial OfficerG. David Delaney



121,597




618,247




0.07
%Executive Vice President and Chief Operating OfficerGarth W. Moore



92,620




858,250




0.10
%President, PCS PotashJoseph A. Podwika



29,783




333,113




0.03
%Senior Vice President, General Counsel & SecretaryAll directors and executive



3,664,425




19,152,417




2.24
%officers as a group, including the
    above-named individuals (26 persons)    (1)
    
    The number of Shares beneficially
    owned is reported on the basis of regulations of the SEC, and
    includes Shares that the individual has the right to acquire at
    any time within 60 days after February 22, 2011 and
    Shares directly or indirectly held by the individual or by
    certain family members or others over which the individual has
    sole or shared voting or investment power.(2)
    
    Each of the directors and executive
    officers of the Corporation, with the exception of
    Mr. Doyle, beneficially owned less than 1% of the Shares
    issued and outstanding as at February 22, 2011. The
    directors and executive officers of the Corporation as a group
    beneficially owned approximately 2.24% of the Shares issued and
    outstanding as at February 22, 2011.(3)
    
    Includes Shares purchasable within
    60 days after February 22, 2011 through the exercise
    of options granted by the Corporation, as follows:
    Mr. Doyle 7,603,362 Shares; Mr. Brownlee
    2,889,930 Shares; Mr. Delaney 496,650 Shares;
    Mr. Moore 765,630 Shares; Mr. Podwika
    303,330 Shares; and directors and executive officers as a
    group, including the foregoing individuals,
    15,487,992 Shares.(4)
    
    No Shares beneficially owned by any
    of the directors or Named Executive Officers are pledged as
    security.(5)
    
    Includes 59,694 Shares held in
    the William & Kathy Doyle Foundation,
    355,912 Shares held in the WJ Doyle Revocable Trust,
    692,184 Shares held in the Doyle Family LLC,
    150,000 Shares held in the Doyle Family Stock Trust I,
    150,000 Shares held in the Doyle Family Stock
    Trust II, 123,000 Shares held in the B. Doyle 2010
    Distribution Trust, 123,000 Shares held in the E. Doyle
    2010 Distribution Trust and 123,000 Shares held in the R.
    Doyle 2010 Distribution Trust.      Directors
    and Officers Liability Insurance
    Voting
    Shares
      72 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



2012 Shareholder
    Proposals
     Additional
    Information
  Form 10-K
  Directors
    Approval
     
     PotashCorp 2011 Management Proxy
    Circular  73




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##### Table of Contents



Appendices
  PageAppendix A  Disclosure of Corporate Governance
    Practices


A-1Appendix B  Resolution of
    Shareholders  2011 Performance Option Plan


B-1Appendix C  2011 Performance Option Plan


C-1Appendix D  Advisory Vote on Executive
    Compensation


D-1Appendix E  Board of Directors Charter


E-1Appendix F  Audit Committee Charter


F-1Appendix G  Compensation Committee
    Responsibilities, Procedures and Annual Work Plan


G-1




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##### Table of Contents



Appendix A
    Disclosure
    of Corporate Governance Practices
    58-101 
  FORM 58-101F1 
    CORPORATE GOVERNANCE DISCLOSURE
  Board
    of Directors
  Independent
    Directors
   Directors who are
    not independent
   Majority of
    independent directors
   Other
    directorships
     Meeting without
    management or
    non-independent
    directors
     Board chair
    independence
   (a)
    provide leadership to ensure effective functioning of the Board;(b)
    lead in the assessment of Board performance;  (c)
    assist the Compensation Committee in monitoring and evaluating
    the performance of the Chief Executive Officer and senior
    officers of the Corporation;  (d)
    lead the Board in ensuring succession plans are in place at the
    senior management level; and(e)
    act as an effective liaison among the Board and management.  Director
    Attendance
   Board
    Mandate
   PotashCorp 2011 Management Proxy
    Circular  A-1




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##### Table of Contents



Position
    Descriptions
  Board and
    Committee Chair position descriptions
   CEO position
    description
     (a)
    foster a corporate culture that promotes ethical practices,
    encourages individual integrity and fulfils social
    responsibility;(b)
    develop and recommend to the Board a long-term strategy and
    vision for the Corporation that leads to creation of shareholder
    value;  (c)
    develop and recommend to the Board annual business plans and
    budgets that support the Corporations long-term
    strategy; and  (d)
    consistently strive to achieve the Corporations financial
    and operating goals and objectives.  Orientation
    and Continuing Education
  Orientation
   (a)
    provide each new director with a baseline of knowledge about the
    Corporation that will serve as a basis for informed
    decision-making;(b)
    tailor the program for each new director, taking into account
    his or her unique mix of skills, experience, education,
    knowledge and needs; and  (c)
    deliver information over a period of time to minimize the
    likelihood of overload and maximize the lasting educational
    impact.  one-on-one
    Continuing
    Education
   (a)
    maintains a directors intranet site to facilitate the
    exchange of views and published information;(b)
    maintains a membership for each director in an organization
    dedicated to corporate governance and ongoing director education;  (c)
    each year encourages and funds the attendance of each director
    at one seminar or conference of interest and relevance and funds
    the attendance of each Committee Chair at one additional seminar
    or conference. In all cases, approval for attendance is
    obtained, in advance, from the Board Chair;  (d)
    encourages presentations by outside experts to the Board or
    Committees on matters of particular importance or emerging
    significance; and(e)
    at least annually, schedules a site visit in conjunction with a
    Board meeting.    Ethical
    Business Conduct
  Code of
    Conduct
       A-2 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



Material
    Interests
   Culture of
    ethical business conduct
   Nomination
    of Directors
  Identification of
    new candidates for board nomination
   (a)
    in consultation with the Board and Chief Executive Officer and,
    on an ongoing basis, identifies the mix of expertise and
    qualities required for the Board;(b)
    assesses the attributes new directors should have for the
    appropriate mix to be maintained;  (c)
    in consultation with the Board and Chief Executive Officer and,
    on an ongoing basis, maintains a database of potential
    candidates;  (d)
    has implemented a procedure to identify, with as much advance
    notice as practicable, impending Board vacancies, so as to allow
    sufficient time for recruitment and for introduction of proposed
    nominees to the existing Board;(e)
    develops a short-list of candidates and arranges for
    each candidate to meet with the CG&N Committee, the Board
    Chair and the Chief Executive Officer;  (f)
    recommends to the Board, as a whole, proposed nominee(s) and
    arranges for their introduction to as many Board members as
    practicable;  (g)
    ensures that prospective candidates are informed of the degree
    of energy and commitment the Corporation expects of its
    directors; and(h)
    encourages diversity in the composition of the Board.  Independent
    Corporate Governance and Nominating Committee
     Corporate
    Governance and Nominating Committee Charter
   PotashCorp 2011 Management Proxy
    Circular  A-3




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##### Table of Contents



Compensation
    Committee
  Director and
    Officer Compensation
   Independence
   Compensation
    Committee Charter
   Outside
    Compensation Consultants
   Other
    Board Committees
   Board
    Assessments
   1.
    Annual Board
    Assessment by All Members of the Board follow-up
  2.
    Annual Assessment
    of Each Committee by Members of That Committee     3.
    Annual Assessment
    of the Board Chair by Members of the Board   A-4 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



4.
    Annual Assessment
    of Each Committee Chair by Members of Each Committee   5.
    Annual Assessment
    of Individual Directors   6.
    Management Board
    Survey and/or
  PotashCorp 2011 Management Proxy
    Circular  A-5




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##### Table of Contents



Appendix B
   Resolution
    of Shareholders  2011 Performance Option Plan
  
    1.
    the 2011 Performance Option Plan is hereby adopted and approved
    by the shareholders of the Corporation;2.
    any officer of the Corporation be and is hereby authorized and
    directed for and on behalf of the Corporation to do such things
    and to take such actions as may be necessary or desirable to
    carry out the intent of the foregoing resolution and the matters
    authorized thereby.  B-1 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



Appendix C
   2011
    Performance Option Plan
  1.
    PURPOSE OF
    PLAN   2.
    DURATION OF THIS
    PLAN   3.
    ADMINISTRATION   4.
    AUTHORITY OF THE
    COMMITTEE and/or
  5.
    SHARES SUBJECT
    TO STOCK OPTIONS     (a)
    the number of Common Shares issuable to insiders at any time
    pursuant to security based compensation arrangements of the
    Corporation exceeding ten percent (10%) of the issued and
    outstanding Common Shares; or(b)
    the issuance to insiders pursuant to security based compensation
    arrangements of the Corporation, within any one year period, of
    a number of Common Shares exceeding ten percent (10%) of the
    issued and outstanding Common Shares.  PotashCorp 2011 Management Proxy
    Circular  C-1




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##### Table of Contents



6.
    GRANT OF STOCK
    OPTIONS   7.
    OPTION
    PRICE   8.
    VESTING OF STOCK
    OPTIONS   9.
    PERFORMANCE
    MEASURES FOR VESTING OF STOCK OPTIONS (a)
    The Performance Measures which will be used to determine the
    degree to which stock options will vest over the three-year
    period beginning the first day of the fiscal year in which they
    are granted (the Performance Period) shall be cash
    flow return on investment (CFROI) and weighted
    average cost of net debt and equity capital (WACC).  (i)
    CFROI is the ratio of after tax operating cash flow to average
    gross investment over the fiscal year, calculated as A divided
    by B, where (1) A equals operating income less/plus
    nonrecurring or unusual items less/plus change in unrealized
    gains/losses on derivative instruments included in net income
    plus accrued incentive awards plus depreciation and amortization
    less current taxes, and (2) B equals the average of total
    assets less/plus the fair value adjustment for investments in
    available for sale securities less the fair value of derivative
    instrument assets plus accumulated depreciation plus accumulated
    amortization less cash and cash equivalents less non interest
    bearing current liabilities excluding derivatives.  (ii)
    WACC is the weighted average cost of net debt and equity
    capital, calculated as [A times the product of B divided by C]
    plus [D times the product of E divided by C], where (1) A equals
    the after-tax market yield cost of debt, (2) B equals the
    market value of debt less cash and cash equivalents (3) C
    equals the market value of debt less cash and cash equivalents,
    plus the market value of equity, (4) D equals the cost of
    equity, and (5) E equals the market value of equity.  C-2 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



(b)
    In determining the number of stock options that will actually
    vest based on the degree to which the Performance Measures have
    been attained during the applicable Performance Period, the
    following chart shall be utilized which shows the three year
    average excess of CFROI being greater than WACC and the
    respective portion of the stock option that will vest:  Performance Measure

Vesting Scale3 year average excess of

% of Stock OptionCFROI>WACC

Grant Vesting<0%


0
%0.20%


30
%1.20%


70
%2.20%


90
%2.50%


100
%
    (c)
    In assessing the portion of the stock options that shall vest in
    accordance with the above chart, the following shall be done:  (i)
    Each year, the CFROI and WACC will be calculated in accordance
    with the definitions herein, based on the audited financial
    statements and approved by the Audit Committee.(ii)
    In each Performance Period, the average of the three fiscal
    years shall be calculated by taking the simple average of the
    individual years results.(iii)
    The resulting three-year average will then be applied, using the
    scale above to determine the number of stock options, if any,
    that will vest as of the end of the Performance Period.(iv)
    For results falling between the reference points in the chart
    above, the level of vesting shall be mathematically interpolated
    between the reference points.  10.
    TERMS OF STOCK
    OPTIONS   (a)
    if the employment of an optionee as an officer or employee of
    the Corporation or a subsidiary terminates, by reason of his or
    her death, or if an optionee who is a retiree pursuant to
    Section 10(b) dies, the legal personal representatives of
    the optionee will be entitled to exercise any unexercised vested
    options, including such stock options that may vest after the
    date of death, during the period ending at the end of the
    twelfth calendar month following the calendar month in which the
    optionee dies, failing which exercise the stock options
    terminate;(b)
    subject to the terms of Section 10(a) above, if the
    employment of an optionee as an officer or employee of the
    Corporation or a subsidiary terminates, by reason of retirement
    in accordance with the then prevailing retirement policy of the
    Corporation or subsidiary, the optionee will be entitled to
    exercise any unexercised vested stock options, including such
    stock options that may vest after the date of retirement, during
    the period ending at the end of the 36th month following
    the calendar month in which the optionee retires, failing which
    exercise the stock options terminate;  (c)
    subject to the terms of Section 14 below, if the employment
    of an optionee as an officer or employee of the Corporation or a
    subsidiary terminates, for any reason other than as provided in
    Sections 10(a) or (b), the optionee will be entitled to
    exercise any unexercised vested stock options, to the extent
    exercisable at the date of such event, during the period ending
    at the end of the calendar month immediately following the
    calendar month in which the event occurs, failing which exercise
    the stock options terminate;  PotashCorp 2011 Management Proxy
    Circular  C-3




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##### Table of Contents



(d)
    for greater certainty and for these purposes, an optionees
    employment with the Corporation or a subsidiary shall be
    considered to have terminated effective on the last day of the
    optionees actual and active employment with the
    Corporation or subsidiary whether such day is selected by
    agreement with the optionee or unilaterally by the Corporation
    or subsidiary and whether with or without advance notice to the
    optionee. For the avoidance of doubt, no period of notice, if
    any, or payment in lieu of notice that is given or ought to have
    been given under applicable law in respect of such termination
    of employment that follows or is in respect of a period after
    the optionees last day of actual and active employment
    shall be considered as extending the optionees period of
    employment for the purposes of determining an optionees
    entitlement under the Plan. The employment of an optionee with
    the Corporation shall be deemed to have terminated for all
    purposes of the Plan if such person is employed by or provides
    services to a person that is a subsidiary of the Corporation and
    such person ceases to be a subsidiary of the corporation, unless
    the Committee determines otherwise; and(e)
    each stock option is personal to the optionee and is not
    assignable, except (i) as provided in Section 10(a),
    and (ii) at the election of the Board, a stock option may
    be assignable to the spouse, children and grandchildren of the
    original optionee and to a trust, partnership or limited
    liability company, the entire beneficial interest of which is
    held, directly or indirectly, by one or more of the optionee or
    the spouse, children or grandchildren of the optionee (each, a
    Permitted Assignee). If a stock option is assigned
    to one or more Permitted Assignees, nothing contained in this
    section 10(e) shall prohibit a subsequent assignment of
    such stock option to one or more other Permitted Assignees or
    back to the optionee.      11.
    EXERCISE OF STOCK
    OPTIONS   12.
    ADJUSTMENTS and/or
  13.
    MERGERS   C-4 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



14.
    CIRCUMSTANCES FOR
    ACCELERATED VESTING (a)
    If a change of control of the Corporation occurs and
    at least one of the two additional circumstances described below
    occurs, then each outstanding stock option granted under this
    Plan may be exercised, in whole or in part, even if such option
    is not otherwise exercisable by its terms:  (i)
    Upon a change of control the surviving corporation
    (or any affiliate thereto) or the potential successor (or any
    affiliate thereto) fails to continue or assume the obligations
    with respect to each stock option or fails to provide for the
    conversion or replacement of each stock option with an
    equivalent stock option; or(ii)
    In the event that the stock options were continued, assumed,
    converted or replaced as contemplated in (i), during the
    two-year period following the effective date of a change of
    control, the optionee is terminated by the Corporation without
    Cause (as defined below) or the optionee resigns employment for
    Good Reason (as defined below).  (b)
    For purposes of this Plan, a change of control of the
    Corporation shall be deemed to have occurred if any of the
    following occur, unless the Board adopts a plan after the
    Effective Date of this Plan that has a different definition (in
    which case such definition shall be applied), or the Committee
    decides to modify or amend the following definition through an
    amendment of this Plan:  (i)
    within any period of two consecutive years, individuals who at
    the beginning of such period constituted the Board and any new
    directors whose appointment by the Board or nomination for
    election by shareholders of the Corporation was approved by a
    vote of at least a majority of the directors then still in
    office who either were directors at the beginning of the period
    or whose appointment or nomination for election was previously
    so approved, cease for any reason to constitute a majority of
    the Board;(ii)
    there occurs an amalgamation, merger, consolidation,
    wind-up,
    reorganization or restructuring of the Corporation with or into
    any other entity, or a similar event or series of such events,
    other than any such event or series of events which results in
    securities of the surviving or consolidated corporation
    representing 50% or more of the combined voting power of the
    surviving or consolidated corporations then outstanding
    securities entitled to vote in the election of directors of the
    surviving or consolidated corporation being beneficially owned,
    directly or indirectly, by the persons who were the holders of
    the Corporations outstanding securities entitled to vote
    in the election of directors of the Corporation prior to such
    event or series of events in substantially the same proportions
    as their ownership immediately prior to such event of the
    Corporations then outstanding securities entitled to vote
    in the election of directors of the Corporation;(iii)
    50% or more of the fixed assets (based on book value as shown on
    the most recent available audited annual or unaudited quarterly
    consolidated financial statements) of the Corporation are sold
    or otherwise disposed of (by liquidation, dissolution, dividend
    or otherwise) in one transaction or series of transactions
    within any twelve month period;(iv)
    any party, including persons acting jointly or in concert with
    that party, becomes (through a take-over bid or otherwise) the
    beneficial owner, directly or indirectly, of securities of the
    Corporation representing 20% or more of the combined voting
    power of the Corporations then outstanding securities
    entitled to vote in the election of directors of the
    Corporation, unless in any particular situation the Board
    determines in advance of such event that such event shall not
    constitute a change of control; or(v)
    there is a public announcement of a transaction that would
    constitute a change of control under clause (ii), (iii) or
    (iv) of this Section 14(b) and the Committee
    determines that the change of control resulting from such
    transaction will be deemed to have occurred as of a specified
    date earlier than the date under (ii), (iii) or (iv), as
    applicable.  (c)
    For the purposes of Section 14(a) of this Plan, the
    obligations with respect to each stock option shall be
    considered to have been continued or assumed by the surviving
    corporation (or any affiliate thereto) or the potential
    successor (or any affiliate thereto), if each of the following
    conditions are met, which determination shall be made solely in
    the discretionary judgment of the Committee, which determination
    may be made in advance of the effective date of a particular
    change of control:  (i)
    the Common Shares remain publicly held and widely traded on an
    established stock exchange; and(ii)
    the terms of the Plan and each option grant are not altered or
    impaired without the consent of the optionee.  PotashCorp 2011 Management Proxy
    Circular  C-5




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##### Table of Contents



(d)
    For the purposes of Section 14(a) of this Plan, the
    obligations with respect to each stock option shall be
    considered to have been converted or replaced with an equivalent
    stock option by the surviving corporation (or any affiliate
    thereto) or the potential successor (or any affiliate thereto),
    if each of the following conditions are met, which determination
    shall be made solely in the discretionary judgment of the
    Committee, which determination may be made in advance of the
    effective date of a particular change of control:  (i)
    each stock option is converted or replaced with a replacement
    option in a manner that complies with Section 409A of the
    Internal Revenue Code, in the case of an optionee that is
    taxable in the United States on all or any portion of the
    benefit arising in connection with the grant, exercise
    and/or other
    disposition of such stock option, or in a manner that qualifies
    under subsection 7(1.4) of the Income Tax Act (Canada),
    in the case of an optionee that is taxable in Canada on all or
    any portion of the benefit arising in connection with the grant,
    exercise
    and/or other
    disposition of such stock option;(ii)
    the converted or replaced option preserves the existing value of
    each underlying stock option being replaced, contains provisions
    for scheduled vesting and treatment on termination of employment
    (including the definition of Cause and Good Reason) that are no
    less favourable to the optionee than the underlying option being
    replaced, and all other terms of the converted option or
    replacement option, including the underlying performance
    measures (but other than the security and number of shares
    represented by the continued option or replacement option) are
    substantially similar to the underlying stock option being
    replaced; and(iii)
    the security represented by the converted or replaced option is
    of a class that is publicly held and widely traded on an
    established stock exchange.  (e)
    For purposes of this Plan, Cause means dishonest or
    willful misconduct or lack of good faith resulting in material
    harm to the Corporation, financial or otherwise.  (f)
    For purposes of this Plan, Good Reason means:  (i)
    a substantial diminution in the optionees authorities,
    duties, responsibilities, status (including offices, titles, and
    reporting requirements) from those in effect immediately prior
    to the change of control;(ii)
    the Corporation requires the optionee to be based at a location
    in excess of fifty (50) miles from the location of the
    optionees principal job location or office immediately
    prior to the change of control, except for required travel on
    Corporation business to an extent substantially consistent with
    the optionees business obligations immediately prior to
    the change of control;(iii)
    a reduction in the optionees base salary, or a substantial
    reduction in optionees target compensation under any
    incentive compensation plan, as in effect as of the date of the
    change of control;(iv)
    the failure to increase the optionees base salary in a
    manner consistent (both as to frequency and percentage increase)
    with practices in effect immediately prior to the change of
    control or with practices implemented subsequent to the change
    of control with respect to similarly positioned
    employees; or  (v)
    the failure of the Corporation to continue in effect the
    optionees participation in the Corporations short
    and long-term incentive plans, stock option plans, and employee
    benefit and retirement plans, policies or practices, at a level
    substantially similar or superior to and on a basis consistent
    with the relative levels of participation of other
    similarly-positioned employees, as existed immediately prior to
    the change of control.  30-day
  15.
    RECOUPMENT
    POLICY   C-6 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



16.
    AMENDMENT OR
    DISCONTINUANCE OF THIS PLAN   17.
    EVIDENCE OF STOCK
    OPTIONS   18.
    WITHHOLDING   PotashCorp 2011 Management Proxy
    Circular  C-7




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##### Table of Contents



Appendix D
   Advisory
    Vote on Executive Compensation
              The Board recommends a vote FOR the above resolution.
  D-1 PotashCorp
    2011 Management Proxy Circular




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##### Table of Contents



Appendix E
   Board
    of Directors Charter
  1.
    PURPOSE AND
    ROLE       2.
    COMPOSITION   3.
    MEETINGS       4.
    CHAIR   5.
    RESPONSIBILITIES   
    Overseeing and approving on an ongoing basis the
    Corporations business strategy and strategic planning
    process;
    Selection of the management;
    Setting goals and standards for management, monitoring their
    performance and taking corrective action where necessary;
    Approving policies, procedures and systems for implementing
    strategy, managing risk, and ensuring the integrity of the
    Corporations internal control and management information
    systems;
    Adopting a communications policy and reporting to shareholders
    on the performance of the business;
    Approval and completion of routine legal requirements.  5.1
    Strategy
    Determination (a)
    The Board has the responsibility to participate, as a whole and
    through its Committees, in identifying the objectives and goals
    of the business as well as the associated risks, and the
    strategy by which it proposes to reach those goals and mitigate
    such risks. The Board shall adopt a strategic planning process
    and shall approve, on an annual basis, a strategic plan which
    takes into account, among other things, the opportunities and
    risks of the business.  PotashCorp 2011 Management Proxy
    Circular  E-1




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##### Table of Contents



(b)
    The Board has the responsibility to ensure congruence between
    shareholder expectations, company plans and management
    performance.  5.2
    Selection of the
    Management (a)
    The Board retains the responsibility for managing its own
    affairs, including planning its composition, selecting its
    Chair, nominating candidates for election to the Board,
    appointing Committees and determining Director compensation.(b)
    The Board has the responsibility for the appointment and
    replacement of a Chief Executive Officer (CEO) of
    the Corporation, for monitoring CEO performance, determining CEO
    compensation, and providing advice and counsel in the execution
    of the CEOs duties.  (c)
    The Board has the responsibility for approving the appointment
    and remuneration of all corporate officers, acting upon the
    advice of the CEO.  (d)
    The Board has the responsibility for, to the extent feasible,
    satisfying itself as to the integrity of the CEO and the other
    executive officers and that the CEO and other executive officers
    create a culture of integrity throughout the Corporation.(e)
    The Board has the responsibility for ensuring that adequate
    provision has been made for management succession (including
    appointing, training and monitoring senior management).  5.3
    Monitoring and
    Acting (a)
    The Board has the responsibility for monitoring the
    Corporations progress towards its goals, and revising and
    altering its direction in light of changing circumstances.(b)
    The Board has the responsibility for taking action when
    performance falls short of its goals or when other special
    circumstances (for example mergers and acquisitions or changes
    in control) warrant it.  5.4
    Policies and
    Procedures (a)
    The Board has the responsibility for developing the
    Corporations approach to corporate governance, including
    developing a set of corporate governance principles and
    guidelines that are specifically applicable to the Corporation.(b)
    The Board has the responsibility for approving and monitoring
    compliance with all significant policies, procedures and
    internal control and management systems by which the Corporation
    is operated.  (c)
    The Board has responsibility for ensuring that the Corporation
    operates at all times within applicable laws and regulations,
    and to high ethical and moral standards.  5.5
    Reporting to
    Shareholders (a)
    The Board has the responsibility for adopting a communications
    policy for the Corporation, including adopting measures for
    receiving feedback from stakeholders.(b)
    The Board has the responsibility for ensuring that the financial
    performance of the Corporation is reported to shareholders on a
    timely, regular and non-selective basis.  (c)
    The Board has the responsibility for ensuring that the financial
    results are reported fairly, and in accordance with generally
    accepted accounting principles.  (d)
    The Board has the responsibility for timely and non-selective
    reporting of any other developments that have a significant and
    material impact on the value of the shareholders assets.(e)
    The Board has the responsibility for reporting annually to
    shareholders on its stewardship for the preceding year.  (f)
    The Board has the responsibility for approving any payment of
    dividends to shareholders.  E-2 PotashCorp
    2011 Management Proxy Circular




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5.6
    Legal
    Requirements (a)
    The Board is responsible for ensuring that legal requirements,
    documents and records have been properly prepared, approved and
    maintained.  5.7
    Other (a)
    On an annual basis, this Board Charter shall be reviewed and
    assessed, and any proposed changes shall be submitted to the
    Board for consideration.(b)
    Any security holder may contact the Board by email or by writing
    to the Board
    c/o the
    Corporate Secretary. Matters relating to the Corporations
    accounting, internal accounting controls or auditing matters
    will be referred to the Audit Committee. Other matters will be
    referred to the Board Chair.  PotashCorp 2011 Management Proxy
    Circular  E-3




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Appendix F
   Audit
    Committee Charter
  1.
    PURPOSE 1.1.
    The Audit Committee (the Committee) is a standing
    committee of the Board of Directors of Potash Corporation of
    Saskatchewan Inc. (the Corporation). Its purpose is
    to assist the Board of Directors in fulfilling its oversight
    responsibilities for (i) the integrity of the
    Corporations financial statements, (ii) the
    Corporations compliance with legal and regulatory
    requirements, (iii) the qualifications and independence of
    the auditors of the Corporation (the external
    auditors), and (iv) the performance of the
    Corporations internal audit function and external
    auditors. The Committee will also prepare the report that is,
    under applicable legislation and regulation, required to be
    included in the Corporations annual proxy statement and
    circular.  2.
    AUTHORITY 2.1.
    The Committee has authority to conduct or authorize
    investigations into any matter within its scope of
    responsibility. It is empowered to:  (a)
    Determine the public accounting firm to be recommended to the
    Corporations shareholders for appointment as external
    auditors, and, subject to applicable law, be directly
    responsible for the compensation and oversight of the work of
    the external auditors. The external auditors will report
    directly to the Committee.(b)
    Resolve any disagreements between management and the external
    auditors regarding financial reporting.(c)
    Pre-approve all auditing and permitted non-audit services
    performed by the Corporations external auditors.(d)
    Retain independent counsel, accountants, or others to advise the
    Committee or assist in its duties.(e)
    Seek any information it requires from employees  all
    of whom are directed to cooperate with the Committees
    requests  or external parties.(f)
    Meet with the Corporations officers, external auditors or
    outside counsel, as necessary.(g)
    Delegate authority, to the extent permitted by applicable
    legislation and regulation, to one or more designated members of
    the Committee, including the authority to pre-approve all
    auditing and permitted non-audit services, providing that such
    decisions are presented to the full Committee at its next
    scheduled meeting.  3.
    COMPOSITION 3.1.
    The Committee shall consist of at least three and no more than
    six members of the Board of Directors.3.2.
    The Corporate Governance and Nominating Committee will recommend
    to the Board of Directors members for appointment to the
    Committee and the Chair of the Committee. Only independent
    Directors shall be entitled to vote on any Board resolution
    approving such recommendations.3.3.
    If and whenever a vacancy shall exist on the Committee, the
    remaining members may exercise all its powers so long as a
    quorum remains in office.3.4.
    Each Committee member shall be independent according to the
    independence standards established by the Board of Directors,
    and all applicable corporate and securities laws and stock
    exchange listing standards.3.5.
    Each Committee member will also be financially literate. At
    least one member shall be designated as the financial
    expert, as defined by applicable legislation and
    regulation. No Committee member shall simultaneously serve on
    the audit committees of more than two other public companies.  4.
    MEETINGS 4.1.
    A majority of the members of the Committee shall constitute a
    quorum. All determinations of the Committee shall be made by a
    majority of its members present at a meeting duly called and
    held. All Committee members are expected to attend each meeting,
    in person or via tele- or video-conference. Any decision or
    determination of the Committee reduced to writing and signed by
    all of the members of the Committee shall be fully as effective
    as if it had been made at a meeting duly called and held.  F-1 PotashCorp
    2011 Management Proxy Circular




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in camera
  4.3.
    The time at which and place where the meetings of the Committee
    shall be held and the calling of meetings and the procedure in
    all things at such meetings shall be determined by the
    Committee; provided that meetings of the Committee shall be
    convened whenever requested by the external auditors or any
    member of the Committee in accordance with the Canada
    Business Corporations Act(the CBCA). Following
    a Committee meeting, the Committee Chair shall report on the
    Committees activities to the Board of Directors at the
    next Board of Directors meeting. The Committee shall keep and
    approve minutes of its meetings in which shall be recorded all
    action taken by it, which minutes shall be available as soon as
    practicable to the Board of Directors.  5.
    CHAIR 5.1.
    The Chair of the Committee shall have the duties and
    responsibilities set forth in Appendix A.  6.
    RESPONSIBILITIES   6.1.
    Financial Statements (a)
    Review significant accounting and reporting issues and
    understand their impact on the financial statements. These
    issues include:  (i)
    complex or unusual transactions and highly judgmental areas;(ii)
    major issues regarding accounting principles and financial
    statement presentations, including any significant changes in
    the Corporations selection or application of accounting
    principles; and  (iii)
    the effect of regulatory and accounting initiatives, as well as
    off-balance sheet structures, on the financial statements of the
    Corporation.  (b)
    Review analyses prepared by management
    and/or the
    external auditors, setting forth significant financial reporting
    issues and judgments made in connection with the preparation of
    the financial statements, including analyses of the effects of
    alternative GAAP methods on the financial statements.(c)
    Review both U.S. GAAP and Canadian GAAP issues and any
    reconciliation issues from Canadian GAAP to U.S. GAAP.(d)
    Review with management and the external auditors the results of
    the audit, including any difficulties encountered. This review
    will include any restrictions on the scope of the external
    auditors activities or on access to requested information,
    and the resolution of any significant disagreements with
    management.(e)
    Review and discuss the annual audited financial statements and
    quarterly financial statements with management and the external
    auditors, including the Corporations disclosures under
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations
    (MD&A), including the discussion of critical
    accounting estimates included therein.(f)
    Review and discuss the unaudited annual financial statements
    prior to the Corporations year-end earnings release.(g)
    Review the annual financial statements and MD&A and make a
    determination whether to recommend their approval by the Board
    of Directors.(h)
    Approve the quarterly financial statements and MD&A prior
    to their release.(i)
    Review disclosures made by the Chief Executive Officer and the
    Chief Financial Officer during the
    Forms 10-K
    and 10-Q
    certification process about significant deficiencies or material
    weaknesses in the design or operation of internal controls or
    any fraud that involves management or other employees who have a
    significant role in the Corporations internal controls.  PotashCorp 2011 Management Proxy
    Circular  F-2




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(j)
    Review and discuss earnings press releases prior to their
    release (particularly use of pro forma information
    or other non-GAAP financial measures), as well as financial
    information and earnings guidance provided externally, including
    to analysts and rating agencies.(k)
    Review managements internal control report and the related
    attestation by the external auditors of the Corporations
    internal controls over financial reporting.  6.2.
    Internal Control (a)
    Consider the effectiveness of the Corporations internal
    control system, including information technology security and
    control.(b)
    Understand the scope of internal audits and external
    auditors review of internal control over financial
    reporting, and obtain reports on significant findings and
    recommendations, together with managements responses.(c)
    Review external auditors management letters and
    managements responses to such letters.(d)
    As requested by the Board of Directors, discuss with management,
    internal audit and the external auditors the Corporations
    major risk exposures (whether financial, operational or
    otherwise), the adequacy and effectiveness of the accounting and
    financial controls, and the steps management has taken to
    monitor and control such exposures.(e)
    Annually review the Corporations disclosure controls and
    procedures, including any significant deficiencies in, or
    material non-compliance with, such controls and procedures.(f)
    Discuss with the Chief Financial Officer and, as is in the
    Committees opinion appropriate, the Chief Executive
    Officer, all elements of the certification required pursuant to
    Sections 302 and 906 of the Sarbanes-Oxley Act.  6.3.
    Internal Audit (a)
    Review with management, the external auditors and internal audit
    the charter, plans, activities, staffing and organizational
    structure of the internal audit function.(b)
    Ensure there are no unjustified restrictions or limitations on
    the functioning of the internal audit department, and review and
    concur in the appointment, replacement, or dismissal of the Vice
    President, Internal Audit.(c)
    Review the effectiveness of the internal audit function,
    including compliance with The Institute of Internal
    Auditors Standards for the Professional Practice of
    Internal Auditing.(d)
    On a regular basis, meet separately with the Vice President,
    Internal Audit to discuss any matters that the Committee or the
    Vice President, Internal Audit believes should be discussed
    privately.  6.4.
    External Audit (a)
    Review the external auditors proposed audit scope and
    approach, (including coordination of audit effort with internal
    audit) and budget.(b)
    Oversee the work and review the performance of the external
    auditors, and make recommendations to the Board regarding the
    appointment or discharge of the external auditors. In performing
    this oversight and review, the Committee will:  (i)
    At least annually, obtain and review a report by the external
    auditors describing (A) the external auditors
    internal quality control procedures; (B) any material
    issues raised by the most recent internal quality control
    review, or peer review, of the external auditors, or by any
    inquiry or investigation by governmental or professional
    authorities, within the preceding five years, respecting one or
    more independent audits carried out by the external auditors,
    and any steps taken to deal with any such issues; and (C) (to
    assess the auditors independence) all relationships
    between the external auditors and the Corporation.(ii)
    Take into account the opinions of management and internal audit.(iii)
    Review and evaluate the lead partner of the external auditors.  (c)
    On an annual basis receive and review from the external auditors
    a report on items required to be communicated to the Committee
    by applicable rules and regulations.(d)
    Ensure the rotation of the lead audit partner every five years
    and other audit partners every seven years, and consider whether
    there should be regular rotation of the audit firm itself.  F-3 PotashCorp
    2011 Management Proxy Circular




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(e)
    Present its conclusions with respect to the external auditors to
    the full Board of Directors.(f)
    Set clear hiring policies for employees or former employees of
    the present or former external auditors.(g)
    On a regular basis, meet separately with the external auditors
    to discuss any matters that the Committee or external auditors
    believe should be discussed privately.  6.5.
    Compliance (a)
    Review the effectiveness of the system for monitoring compliance
    with laws and regulations and the results of managements
    investigation and
    follow-up
    (including disciplinary action) of any instances of
    non-compliance.(b)
    Establish procedures for: (i) the receipt, retention and
    treatment of complaints received by the Corporation regarding
    accounting, internal accounting controls or auditing matters;
    and (ii) the confidential, anonymous submission by
    employees of the Corporation of concerns regarding questionable
    accounting or auditing matters.(c)
    Review the findings of any examinations by regulatory agencies,
    and any external auditors observations made regarding those
    findings.(d)
    Review the process for communicating the Core Values and Code of
    Conduct to Corporation personnel, and for monitoring compliance
    therewith.(e)
    Obtain regular updates from management and the
    Corporations legal counsel regarding compliance matters.  6.6.
    Reporting Responsibilities (a)
    Regularly report to the Board of Directors about Committee
    activities and issues that arise with respect to the quality or
    integrity of the Corporations financial statements, the
    Corporations compliance with legal or regulatory
    requirements, the performance and independence of the
    Corporations external auditors, and the performance of the
    internal audit function.(b)
    Provide an open avenue of communication between internal audit,
    the external auditors, and the Board of Directors.(c)
    Report annually to shareholders, describing the Committees
    composition, responsibilities and how they were discharged, and
    any other information required by applicable legislation or
    regulation, including approval of non-audit services.(d)
    Review any other reports the Corporation issues that relate to
    Committee responsibilities.  6.7.
    Other Responsibilities (a)
    Discuss with management the Corporations major policies
    with respect to risk assessment and risk management.(b)
    Perform other activities related to this Committee Charter as
    requested by the Board of Directors.(c)
    Institute and oversee special investigations as needed.(d)
    Ensure appropriate disclosure of this Committee Charter as may
    be required by applicable legislation or regulation.(e)
    Confirm annually that all responsibilities outlined in this
    Committee Charter have been carried out.(f)
    Receive and review, at least quarterly, a report prepared by the
    Corporations Natural Gas Hedging Committee and, if the
    Corporations hedged position is outside approved
    guidelines, determine the reasons for the deviation and any
    action which will be taken as a result.(g)
    Annually review the Corporations natural gas hedging
    policy.(h)
    Receive and review, at least annually and in conjunction with
    the Compensation Committee, a report on pension plan governance
    including a fund review and retirement plan accruals.  7.
    FUNDING 7.1.
    The Corporation shall provide for appropriate funding, as
    determined by the Committee, for (i) compensation to the
    external auditors for the purpose of preparing or issuing an
    audit report or performing other audit review or attest services
    as pre-approved by the Committee; (ii) compensation to any
    outside experts employed by the Committee; and
    (iii) ordinary administrative expenses of the Committee
    that are necessary or appropriate in carrying out its duties.  PotashCorp 2011 Management Proxy
    Circular  F-4




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8.
    OTHER 8.1.
    The Committee shall conduct an evaluation of the
    Committees performance and this Audit Committee Charter,
    including Appendix A attached hereto, at least
    annually, and recommend to the Board of Directors such Committee
    Charter changes as the Committee deems appropriate.8.2.
    Authority to make minor technical amendments to this Committee
    Charter is hereby delegated to the Secretary of the Corporation
    who will report any amendments to the Board of Directors at its
    next meeting.  Appendix
    A
 POTASH
    CORPORATION OF SASKATCHEWAN INC.
  Audit Committee
    Chair Position Description
   1.
    Provide overall leadership to facilitate the effective
    functioning of the Committee, including:  (a)
    overseeing the structure, composition, membership and activities
    delegated to the Committee;(b)
    chairing every meeting of the Committee and encouraging free and
    open discussion at meetings of the Committee;  (c)
    scheduling and setting the agenda for Committee meetings with
    input from other Committee members, the Chair of the Board of
    Directors and management as appropriate;  (d)
    facilitating the timely, accurate and proper flow of information
    to and from the Committee;(e)
    arranging for management, internal and external auditors and
    others to attend and present at Committee meetings as
    appropriate;  (f)
    arranging sufficient time during Committee meetings to fully
    discuss agenda items;  (g)
    encouraging Committee members to ask questions and express
    viewpoints during meetings; and(h)
    taking all other reasonable steps to ensure that the
    responsibilities and duties of the Committee, as outlined in its
    Charter, are well understood by the Committee members and
    executed as effectively as possible.  2.
    Foster ethical and responsible decision making by the Committee
    and its individual members.3.
    Encourage the Committee to meet in separate, regularly
    scheduled, non-management, closed sessions with the internal
    auditor and the independent auditors.4.
    Following each meeting of the Committee, report to the Board of
    Directors on the activities, findings and any recommendations of
    the Committee.5.
    Carry out such other duties as may reasonably be requested by
    the Board of Directors.  F-5 PotashCorp
    2011 Management Proxy Circular




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Appendix G
   Compensation
    Committee Responsibilities and Procedures
    
    review and approve on an annual basis the corporate goals and
    objectives relevant to the compensation of our CEO. The
    Compensation Committee evaluates at least once a year the
    CEOs performance in light of established goals and
    objectives and, based on such evaluation, together with all
    other independent members of the Board, determines and approves
    the CEOs annual compensation, including, as appropriate,
    salary, bonus, incentive and equity compensation;
    review and approve on an annual basis the evaluation process and
    compensation structure for our executive officers, including an
    annual Executive Salary Administration Program under which the
    parameters for salary adjustments for officers are established;
    review and make recommendations to the Board with respect to the
    adoption, amendment and termination of our management
    incentive-compensation and equity-compensation plans, oversee
    their administration and discharge any duties imposed on the
    Compensation Committee by any of those plans;
    assess the competitiveness and appropriateness of our policies
    relating to the compensation of the executive officers;
    participate in the long-range planning for executive development
    and succession, and develop a CEO succession plan;
    develop the Compensation Committees annual report on
    executive compensation for inclusion in our proxy statement, in
    accordance with applicable rules and regulations, and review and
    approve, prior to publication, the compensation sections of the
    proxy statement;
    review the general design and
    make-up of
    our broadly applicable benefit programs as to their general
    adequacy, competitiveness, internal equity and cost
    effectiveness;
    annually review the performance of our pension and other
    retirement benefit plans;
    review periodically executive officer transactions in our
    securities and approve such transactions as appropriate for
    their exemption from short-swing profit liability under
    Section 16(b) of the Exchange Act;
    annually review and recommend to the Board a compensation
    package for our directors. In considering the director
    compensation package, the Compensation Committee may take into
    consideration the relative responsibilities of directors in
    serving on the Board and its various Committees. The
    Compensation Committee may request that management report to the
    Compensation Committee periodically on the status of the
    compensation package of the Board in relation to other similarly
    situated companies. Directors who are our employees shall not be
    compensated for their services as directors. The Compensation
    Committee shall review annually any stock ownership guidelines
    applicable to directors and shall recommend to the Board
    revisions to any such guidelines as appropriate; and
    perform other review functions relating to management
    compensation and human resources policies as the Compensation
    Committee deems appropriate.     PotashCorp 2011 Management Proxy
    Circular  G-1




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Compensation
    Approval Process
    
  G-2 PotashCorp
    2011 Management Proxy Circular




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Compensation
    Committee 2010 Annual Work Plan
    Committee Action


Jan


Feb


May


Jul


Sept


Nov


Board ActionApprove Executive compensation philosophy to support the
    business objectives




















Information OnlyRecommend Executive Management Team (EMT) changes (as occur)




















ApproveApprove of EMT total compensation structure (including
    competitiveness)




















Information OnlyReview CEO succession plan, management structure, and executive
    development




















Information on CEO and EMTApprove CEOs recommendation of EMTs compensation




















Information OnlyReview staff succession planning














Recommend Salary Administration: Merit and range adjustments and
    budget for next year




















Approve as part of final budgetRecommend any significant plan changes (as
    needed) Incentive
    and equity plans; Other
    plans(may be
    in conjunction with Audit Committee)




















Approve as necessaryRecommend Evaluation of CEOs performance in light of
    goals, base pay and total compensation determined




















ApproveRecommend CEOs goals relevant to compensation for the next
    year




















ApproveReview Short-term incentive plans awards and costing for
    the upcoming year, based upon approved budget targets




















ApproveApprove Short-term incentive plan payouts for EMT, and in total
    (in conjunction with Audit Committee)




















Information OnlyRecommend Short-term incentive plan payouts for CEO (in
    conjunction with Audit Committee)




















ApproveReview Status report on short-term performance measures and
    projected incentive payments




















Information Only    PotashCorp 2011 Management Proxy
    Circular  G-3




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Committee Action


Jan


Feb


May


Jul


Sept


Nov


Board ActionRecommend final design Cash medium-term incentive plans
    performance goals, awards, and costing for the upcoming cycle











 
    (every
    3 yrs)






    (every
    3 yrs)


ApproveApprove Cash medium-term incentive plan payouts for EMT, and in
    total (in conjunction with Audit Committee)



    (every
    3 yrs)

















Information OnlyRecommend Cash medium-term incentive plan payouts for CEO, and
    in total (in conjunction with Audit Committee)



    (every
    3 yrs)

















ApproveReview Semi-annual status report on cash medium-term incentive
    performance measures and projected incentive payments




















Information OnlyRecommend Estimate of total annual projected performance option
    grant requirements




















ApproveRecommend Performance option grants for CEO, EMT, and in total;
    reserve analysis and dilution




















ApproveRecommend Board Compensation Annual Review




















ApproveReview Execution of stock sales:
        CEO and EMT; and
        Board











 
    








Information OnlyApprove Report on executive compensation for the annual proxy




















Approve as part of proxy circularReview Labour relations environment




















Information OnlyReview (with Audit Committee) Retirement benefits, including
    fund review, retirement plan accruals, and other




















Information OnlyReview of CEO expenses for prior year (by Committee Chair as
    authorized by Compensation Committee)




















Information OnlyReview Compensation Committee evaluation and charter review
    (with Governance Committee)




















Information OnlyRecommend Other risk categories assigned to the Compensation
    Committee (may be with the Audit Committee)




















ApproveReview Top 10 Executive Tally Sheet




















Information OnlyReview Pay for Performance Analysis




















Information Only    G-4 PotashCorp
    2011 Management Proxy Circular




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(POTASH CORPORATION OF SASKATCHEWAN INC. LOGO)

Potash Corporation
    of Saskatchewan Inc.

Proxy   For use at the Annual and
    Special Meeting
 of Shareholders to be held on
    May 12, 2011.


THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT OF THE
    CORPORATION.
   
     th
   nd
     1.
    A shareholder has the right to appoint a person who need not
    be a shareholder, to represent him or her and to attend and act
    on his or her behalf at the Meeting, other than the nominees
    designated above, and may exercise such right by crossing out
    the names of the designated persons above and inserting the name
    of his or her nominee in the space provided above for that
    purpose.2.
    The Shares represented by this proxy will be voted in accordance
    with any choice specified in this proxy. If no specification
    is made, the persons named above will vote such Shares FOR the
    election of the directors named in this proxy, FOR the
    appointment of Deloitte & Touche LLP as auditors of
    the Corporation, FOR the resolution (attached as Appendix B
    to the accompanying Management Proxy Circular) approving the
    adoption of a new performance option plan, the full text of
    which is  
   attached as Appendix C to the accompanying Management
    Proxy Circular and FOR the advisory resolution (attached as
    Appendix D to the accompanying Management Proxy Circular)
    accepting the Corporations approach to executive
    compensation disclosed in the accompanying Management Proxy
    Circular. This proxy confers authority to vote in the
    proxyholders discretion with respect to amendments to
    matters identified in the accompanying Notice of Meeting and
    with respect to other matters that may properly come before the
    Meeting.  3.
    If this proxy is not dated, it shall be deemed to be dated on
    the date on which this proxy was mailed by the Corporation.4.
    Reference is made to the accompanying Management Proxy Circular
    of the Corporation for further information regarding the
    completion and use of this proxy and other information
    pertaining to the Meeting.    1.

Voted FOR, or WITHHELD FROM VOTING, the nominees for directors
    listed below.For

Withhold



For

Withhold(01) C. M. Burley

o

o

(07) K. G. Martell

o

o(02) W. J. Doyle

o

o

(08) J. J. McCaig

o

o(03) J. W. Estey

o

o

(09) M. Mogford

o

o(04) C. S. Hoffman

o

o

(10) P. J. Schoenhals

o

o(05) D. J. Howe

o

o

(11) E. R. Stromberg

o

o(06) A. D. Laberge

o

o

(12) E. Viyella de Paliza

o

o   For

Withhold2.

Voted FOR, or WITHHELD FROM VOTING, the appointment of
    Deloitte & Touche LLP as auditors of the Corporation.

o

oFor

Against3.

Voted FOR or AGAINST the resolution (attached as Appendix B
    to the accompanying Management Proxy Circular) approving the
    adoption of a new performance option plan, the full text of
    which is attached as Appendix C to the accompanying
    Management Proxy Circular.

o

oFor

Against4.

Voted FOR or AGAINST the advisory resolution (attached as
    Appendix D to the accompanying Management Proxy Circular)
    accepting the Corporations approach to executive
    compensation disclosed in the accompanying Management Proxy
    Circular.

o

o     ­
    ­ ­
    ­
  Name of Shareholder

Signature of Shareholder